Delaware
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52-2107911
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(State of incorporation)
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(IRS Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, par value $0.10 per share
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NYSE American
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Rights to purchase Series A Participating Cumulative Preferred Stock, par value $1.00 per share
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NYSE American
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Large accelerated filer
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o
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Smaller reporting company
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ý
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Accelerated filer
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o
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Emerging growth company
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o
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Non-accelerated filer
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ý
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Page
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PART I
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PART II
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PART III
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PART IV
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•
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Positioned for the long term:
We have long-term nuclear fuel sales and supply contracts in place that extend to 2030; these contracts will provide a stream of revenue for many years and provide a foundation for growth. Because we do not have the large capital and overhead costs of a commercial production facility, we are positioned to continue to obtain supply of LEU from an oversupplied market experiencing prices near their historic lows, which we believe will strengthen our position for the future.
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•
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Diverse supply portfolio:
In 2018, we entered into new agreements with suppliers of enriched uranium, diversifying and expanding our sources of supply and improving our logistics for delivery of enriched uranium. In addition, we have acquired access to additional enriched uranium supply from the excess inventories of utility operators of nuclear power plants and from other primary and secondary sources of enriched uranium supply. Our strategy is to remain a highly diversified and reliable supplier of LEU with the flexibility to meet the evolving needs of our customers and effectively compete in the marketplace.
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•
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Engineering, design, and manufacturing capabilities:
Our expertise and world-leading technical, engineering and manufacturing capabilities in Oak Ridge, Tennessee are creating new opportunities. First, we are leveraging our domestic enrichment experience and engineering know-how to assist private sector customers in production of fuel for next-generation nuclear reactors and the development of related facilities. Second, we are leveraging our significant experience in advanced manufacturing to support contract design, prototyping, and precision manufacturing work for commercial and government clients.
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•
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Enrichment technology development:
We have continued to advance our U.S. centrifuge technology in specialized facilities in Oak Ridge so that it could be deployed if and when needed for national security, advanced reactor fuel, or other government purposes, and/or deployed at a commercial scale enrichment facility over the long term once market conditions will support new capacity.
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•
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sales of the SWU component of LEU,
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•
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sales of both the SWU and uranium components of LEU, and
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•
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sales of natural uranium.
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•
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existing inventory of LEU,
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•
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mid- and long-term contracts with enrichment producers,
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•
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secondary suppliers including utility operators of nuclear power plants that have excess inventory, and
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•
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spot purchases of SWU and uranium.
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•
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Rosatom, a Russian government entity, which sells LEU through its wholly owned subsidiary TENEX;
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•
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Urenco, a consortium of companies owned or controlled by the British and Dutch governments and two German utilities;
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•
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Orano, a company largely owned by the French government that was formerly part of the French government owned company, AREVA; and
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•
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China Nuclear Energy Industry Corporation (“CNEIC”), a company owned by the Chinese government.
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|
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No. of Employees
at December 31,
|
||||
Location
|
|
2018
|
|
2017
|
||
Oak Ridge, TN
|
|
105
|
|
|
106
|
|
Piketon, OH
|
|
65
|
|
|
123
|
|
Bethesda, MD
|
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51
|
|
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53
|
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Other
|
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5
|
|
|
8
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|
Total Employees
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226
|
|
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290
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•
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the terms and conditions imposed by the documents governing our indebtedness could make it more difficult for us to satisfy our obligations to lenders and other creditors, resulting in possible defaults on and acceleration of such indebtedness or breaches of such other commitments;
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•
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we may be more vulnerable to adverse economic conditions and have less flexibility to plan for, or react to, changes in the nuclear enrichment industry, which could place us at a competitive disadvantage compared to industry competitors that have less debt or comparable debt at more favorable interest rates and that, as a result, may be better positioned to withstand economic downturns;
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•
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we may find it more difficult to obtain additional financing for future working capital, and other general corporate requirements; and
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•
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we will be required to dedicate a substantial portion of our cash resources to payments on the 8% PIK Toggle Notes, due in September 2019, and 8.25% Notes, due in February 2027, thereby reducing the availability of our cash to fund our operations, capital expenditures and future business opportunities.
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•
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accidents, terrorism or other incidents at nuclear facilities or involving shipments of nuclear materials;
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•
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regulatory actions or changes in regulations by nuclear regulatory bodies;
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•
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decisions by agencies, courts or other bodies under applicable trade laws;
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•
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disruptions in other areas of the nuclear fuel cycle, such as uranium supplies or conversion;
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•
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civic opposition to, or changes in government policies regarding, nuclear operations;
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•
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business decisions concerning reactors or reactor operations;
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•
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the financial condition of reactor owners and operations;
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•
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the need for generating capacity; or
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•
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consolidation within the electric power industry.
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•
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implementing worker layoffs and potentially losing additional key skilled personnel, all of whom have security clearances, which could be difficult to rehire or replace, and incurring severance and other termination costs; and
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•
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terminating the remaining portions of the American Centrifuge project and losing technical capabilities and key resources that could be useful in deploying a future commercial enrichment plant using the American Centrifuge technology or other technologies or expanding into other areas of the nuclear industry.
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•
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leases for the centrifuge facilities;
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•
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the 2002 DOE-USEC Agreement and other agreements that address issues relating to the domestic uranium enrichment industry and centrifuge technology; and
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•
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the agreement with DOE to provide D&D services for DOE’s K-1600 facility located at the East Tennessee Technology Park.
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•
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Redemption price or exchange value:
Generally, the redemption price or exchange value for any shares of our common stock redeemed or exchanged would be their fair market value. However, if we redeem or exchange shares held by foreign persons or Contravening Persons and our Board in good faith determines that such person knew or should have known that its ownership would constitute a foreign ownership review event (other than shares for which our Board determined at the time of the person’s purchase that the ownership of, or exercise of rights with respect to, such shares did not at such time constitute an Adverse Regulatory Occurrence), the redemption price or exchange value is required to be the lesser of fair market value and the person’s purchase price for the shares redeemed or exchanged.
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•
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Form of payment:
Cash, securities or a combination, valued by our board of directors in good faith.
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•
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Notice:
At least 30 days written notice of redemption is required; however, if we have deposited the cash or securities for the redemption or exchange in trust for the benefit of the relevant holders, we may redeem shares held by such holders on the same day that we provide notice.
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•
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authorizing “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt;
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•
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not providing for cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
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•
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limiting the ability of stockholders to call a special stockholder meeting;
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•
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establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and
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•
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providing that our board of directors is expressly authorized to amend, alter, rescind or repeal our by-laws.
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Name
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Age
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Position
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Daniel B. Poneman
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63
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President and Chief Executive Officer
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Larry B. Cutlip
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59
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Senior Vice President, Field Operations
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Elmer W. Dyke
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55
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Senior Vice President, Business Operations and Chief Commercial Officer
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Marian K. Davis
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60
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Senior Vice President, Chief Financial Officer and Treasurer
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Stephen S. Greene
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61
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Senior Vice President, Corporate Development and Strategy
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Dennis J. Scott
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59
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Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
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John M.A. Donelson
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54
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Vice President, Sales and Chief Marketing Officer
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•
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sales of the SWU component of LEU;
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•
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sales of both the SWU and uranium components of LEU; and
|
•
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sales of natural uranium.
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•
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Additional purchases or sales of SWU and uranium;
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•
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Conditions in the LEU and energy markets, including pricing, demand, operations, and regulations
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•
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Timing of customer orders, related deliveries, and purchases of LEU or components;
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•
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Timing of execution of letter agreement for HALEU and terms established in a definitized contract;
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•
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Financial market conditions and other factors that may affect pension and benefit liabilities and the value of related assets
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•
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The outcome of legal proceedings and other contingencies;
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•
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Potential use of cash for strategic initiatives;
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•
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Actions taken by customers, including actions that might affect existing contracts, as a result of market and other conditions impacting Centrus’ customers and the industry; and
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•
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Timing of return of cash collateral supporting financial assurance for the Piketon facility.
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•
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The expected return on benefit plan assets is approximately 6.8% for 2019. The expected return is based on historical returns and expectations of future returns for the composition of the plans’ equity and debt securities. A one-half percentage point decrease in the expected return on plan assets would increase annual pension costs by $2.6 million in 2019. However, the net impact of any changes in the expected return on benefit plan assets on the final benefit cost recognized for fiscal year 2019 would be $0 since the actual return on assets would effectively be reflected at December 31, 2019, under our mark-to-market accounting methodology.
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•
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The present value of pension obligations is calculated by discounting long-term obligations using a market interest rate. This discount rate is the estimated rate at which the benefit obligations could be effectively settled on the measurement date and is based on yields of high quality fixed income investments whose cash flows match the timing and amount of expected benefit payments of the plan.
Discount rates of approximately 4.3% were used as of December 31, 2018. A one-half percentage point reduction in the discount rate would increase the valuation of pension benefit obligations by $41.2 million and postretirement health and life benefit obligations by $2.6 million, and the resulting changes in the valuations would decrease the service cost and interest cost components of annual pension costs and postretirement health and life benefit costs by $2.5 million and $0.1 million, respectively.
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•
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The healthcare costs trend rates are 6.0% projected in 2019 reducing to a final trend rate of 5% by 2021. The healthcare costs trend rate represents our estimate of the annual rate of increase in the gross cost of providing benefits. The trend rate is a reflection of health care inflation assumptions, changes in healthcare utilization and delivery patterns, technological advances, and changes in the health status of our plan participants. A one-percentage point increase in the healthcare cost trend rates would increase postretirement health benefit obligations by about $2.9 million and would increase the service cost and interest cost components of annual benefit costs by about $0.1 million.
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•
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The federal corporate income tax rate is 21%;
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•
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Federal NOLs originating after 2017 are limited to 80% of taxable income computed without regard to the NOL deduction and will have an indefinite carryforward period;
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•
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The deduction for business interest expense is limited to 1) business interest income, plus 2) 30% of the taxpayer’s taxable income without regard to net interest expense, depreciation and amortization, and the NOL deduction. Any business interest expense that is not deductible can be carried forward indefinitely and is treated as an item of pre-change loss subject to the annual limitation under Section 382 of the Code if there is an ownership change; and
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•
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Revenue associated with advanced payments is accelerated.
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Year Ended December 31,
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|
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|||||||||
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2018
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|
2017
|
|
$ Change
|
|
% Change
|
|||||||
LEU segment
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
SWU revenue
|
$
|
130.6
|
|
|
$
|
195.4
|
|
|
$
|
(64.8
|
)
|
|
(33
|
)%
|
Uranium revenue
|
33.8
|
|
|
—
|
|
|
33.8
|
|
|
–
|
|
|||
Total
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164.4
|
|
|
195.4
|
|
|
(31.0
|
)
|
|
(16
|
)%
|
|||
Cost of sales
|
187.7
|
|
|
162.7
|
|
|
(25.0
|
)
|
|
(15
|
)%
|
|||
Gross profit (loss)
|
$
|
(23.3
|
)
|
|
$
|
32.7
|
|
|
$
|
(56.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Contract services segment
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
28.6
|
|
|
$
|
23.0
|
|
|
$
|
5.6
|
|
|
24
|
%
|
Cost of sales
|
23.2
|
|
|
25.5
|
|
|
2.3
|
|
|
9
|
%
|
|||
Gross profit (loss)
|
$
|
5.4
|
|
|
$
|
(2.5
|
)
|
|
$
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
193.0
|
|
|
$
|
218.4
|
|
|
$
|
(25.4
|
)
|
|
(12
|
)%
|
Cost of sales
|
210.9
|
|
|
188.2
|
|
|
(22.7
|
)
|
|
(12
|
)%
|
|||
Gross profit (loss)
|
$
|
(17.9
|
)
|
|
$
|
30.2
|
|
|
$
|
(48.1
|
)
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Gross profit (loss)
|
$
|
(17.9
|
)
|
|
30.2
|
|
|
$
|
(48.1
|
)
|
|
|
|
|
Advanced technology license and decommissioning costs
|
26.1
|
|
|
15.7
|
|
|
(10.4
|
)
|
|
(66
|
)%
|
|||
Selling, general and administrative
|
39.9
|
|
|
43.7
|
|
|
3.8
|
|
|
9
|
%
|
|||
Amortization of intangible assets
|
6.6
|
|
|
10.6
|
|
|
4.0
|
|
|
38
|
%
|
|||
Special charges for workforce reductions and advisory costs
|
2.2
|
|
|
9.5
|
|
|
7.3
|
|
|
77
|
%
|
|||
Gains on sales of assets
|
(0.3
|
)
|
|
(4.6
|
)
|
|
(4.3
|
)
|
|
(93
|
)%
|
|||
Operating loss
|
(92.4
|
)
|
|
(44.7
|
)
|
|
(47.7
|
)
|
|
107
|
%
|
|||
Gain on early extinguishment of debt
|
(0.5
|
)
|
|
(33.6
|
)
|
|
(33.1
|
)
|
|
(99
|
)%
|
|||
Nonoperating components of net periodic benefit expense (income)
|
10.6
|
|
|
(27.2
|
)
|
|
(37.8
|
)
|
|
139
|
%
|
|||
Interest expense
|
4.1
|
|
|
5.3
|
|
|
1.2
|
|
|
23
|
%
|
|||
Investment income
|
(2.5
|
)
|
|
(1.3
|
)
|
|
1.2
|
|
|
92
|
%
|
|||
Income (loss) before income taxes
|
(104.1
|
)
|
|
12.1
|
|
|
(116.2
|
)
|
|
|
|
|||
Income tax benefit
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(100
|
)%
|
|||
Net income (loss)
|
(104.1
|
)
|
|
12.2
|
|
|
(116.3
|
)
|
|
|
|
|||
Preferred stock dividends - undeclared and cumulative
|
7.8
|
|
|
6.9
|
|
|
(0.9
|
)
|
|
(13
|
)%
|
|||
Net income (loss) allocable to common stockholders
|
$
|
(111.9
|
)
|
|
$
|
5.3
|
|
|
$
|
(117.2
|
)
|
|
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash used in operating activities
|
$
|
(74.4
|
)
|
|
$
|
(16.1
|
)
|
Cash provided by investing activities
|
0.4
|
|
|
4.2
|
|
||
Cash used in financing activities
|
(11.1
|
)
|
|
(40.0
|
)
|
||
Decrease in cash, cash equivalents and restricted cash
|
$
|
(85.1
|
)
|
|
$
|
(51.9
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
||||||
Cash and cash equivalents
|
$
|
123.1
|
|
|
$
|
208.8
|
|
Accounts receivable
|
60.2
|
|
|
60.2
|
|
||
Inventories, net
|
26.7
|
|
|
75.2
|
|
||
Deposits for financial assurance
|
30.3
|
|
|
16.3
|
|
||
Current debt
|
(32.8
|
)
|
|
(6.1
|
)
|
||
Other current assets and liabilities, net
|
(161.7
|
)
|
|
(190.9
|
)
|
||
Working capital
|
$
|
45.8
|
|
|
$
|
163.5
|
|
(a)
|
(1)
Consolidated Financial Statements
|
Exhibit No.
|
Description
|
|
|
2.1
|
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
3.3
|
|
|
|
3.4
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
4.6
|
|
|
|
4.7
|
|
|
|
4.8
|
|
|
|
4.9
|
|
|
|
4.10
|
|
|
|
4.11
|
|
|
|
4.12
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
|
10.9
|
|
|
|
10.10
|
|
|
|
10.11
|
|
|
|
10.12
|
|
|
|
10.13
|
|
|
|
10.14
|
|
|
|
10.15
|
|
|
|
10.16
|
|
|
|
10.17
|
|
|
|
10.18
|
|
|
|
10.19
|
|
|
|
10.20
|
|
|
|
10.21
|
|
|
|
10.22
|
|
|
|
10.23
|
|
|
|
10.24
|
|
|
|
10.25
|
|
|
|
10.26
|
|
|
|
10.27
|
|
|
|
10.28
|
|
|
|
10.29
|
|
|
|
10.30
|
|
|
|
10.31
|
|
|
|
1032
|
|
|
|
10.33
|
|
|
|
10.34
|
|
|
|
10.35
|
|
|
|
10.36
|
|
|
|
10.37
|
|
|
|
10.38
|
|
|
|
10.39
|
|
|
|
10.40
|
|
|
|
10.41
|
|
|
|
10.42
|
|
|
|
10.43
|
|
|
|
10.44
|
|
|
|
10.45
|
|
|
|
10.46
|
|
|
|
10.47
|
|
|
|
10.48
|
|
10.49
|
|
|
|
10.50
|
|
|
|
10.51
|
|
|
|
10.52
|
|
|
|
21
|
|
|
|
23.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
101
|
Consolidated financial statements from the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed in interactive data file (XBRL) format. (a)
|
(a)
|
Filed herewith.
|
(b)
|
Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report.
|
|
Centrus Energy Corp.
|
|
|
April 1, 2019
|
/s/ Daniel B. Poneman
|
|
Daniel B. Poneman
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel B. Poneman
|
|
President and Chief Executive Officer
(Principal Executive Officer) and Director
|
Daniel B. Poneman
|
|
|
|
|
|
/s/ Marian K. Davis
|
|
Senior Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer)
|
Marian K. Davis
|
|
|
|
|
|
/s/ John C. Dorrian
|
|
Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
John C. Dorrian
|
|
|
|
|
|
/s/ Mikel H. Williams
|
|
Chairman of the Board and Director
|
Mikel H. Williams
|
|
|
|
|
|
/s/ Michael Diament
|
|
Director
|
Michael Diament
|
|
|
|
|
|
/s/ Tetsuo Iguchi
|
|
Director
|
Tetsuo Iguchi
|
|
|
|
|
|
/s/ W. Thomas Jagodinski
|
|
Director
|
W. Thomas Jagodinski
|
|
|
|
|
|
/s/ Patricia J. Jamieson
|
|
Director
|
Patricia J. Jamieson
|
|
|
|
|
|
/s/ William J. Madia
|
|
Director
|
William J. Madia
|
|
|
|
|
|
/s/ Neil S. Subin
|
|
Director
|
Neil S. Subin
|
|
|
|
Page
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
123.1
|
|
|
$
|
208.8
|
|
Accounts receivable
|
60.2
|
|
|
60.2
|
|
||
Inventories
|
129.7
|
|
|
153.1
|
|
||
Deferred costs associated with deferred revenue
|
134.9
|
|
|
122.3
|
|
||
Deposits for financial assurance
|
30.3
|
|
|
16.3
|
|
||
Other current assets
|
6.3
|
|
|
6.2
|
|
||
Total current assets
|
484.5
|
|
|
566.9
|
|
||
Property, plant and equipment, net
|
4.2
|
|
|
4.9
|
|
||
Deposits for financial assurance
|
6.3
|
|
|
19.7
|
|
||
Intangible assets, net
|
76.0
|
|
|
82.7
|
|
||
Other long-term assets
|
0.7
|
|
|
1.1
|
|
||
Total assets
|
$
|
571.7
|
|
|
$
|
675.3
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
52.4
|
|
|
$
|
48.2
|
|
Payables under SWU purchase agreements
|
46.0
|
|
|
79.4
|
|
||
Inventories owed to customers and suppliers
|
103.0
|
|
|
77.9
|
|
||
Deferred revenue and advances from customers
|
204.5
|
|
|
191.8
|
|
||
Current debt
|
32.8
|
|
|
6.1
|
|
||
Total current liabilities
|
438.7
|
|
|
403.4
|
|
||
Long-term debt
|
120.2
|
|
|
157.5
|
|
||
Postretirement health and life benefit obligations
|
136.2
|
|
|
154.2
|
|
||
Pension benefit liabilities
|
168.9
|
|
|
161.6
|
|
||
Advances from customers
|
15.0
|
|
|
—
|
|
||
Other long-term liabilities
|
14.6
|
|
|
17.5
|
|
||
Total liabilities
|
893.6
|
|
|
894.2
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
Stockholders’ deficit:
|
|
|
|
||||
Preferred stock, par value $1.00 per share, 20,000,000 shares authorized
|
|
|
|
||||
Series A Participating Cumulative Preferred Stock, none issued
|
—
|
|
|
—
|
|
||
Series B Senior Preferred Stock, 7.5% cumulative, 104,574 shares issued and outstanding and an aggregate liquidation preference of $119.3 and $111.5 as of December 31, 2018 and 2017, respectively
|
4.6
|
|
|
4.6
|
|
||
Class A Common Stock, par value $0.10 per share, 70,000,000 shares authorized, 8,031,307 shares and 7,632,669 shares issued and outstanding as of December 31, 2018 and 2017, respectively
|
0.8
|
|
|
0.8
|
|
||
Class B Common Stock, par value $0.10 per share, 30,000,000 shares authorized, 1,406,082 shares issued and outstanding as of December 31, 2018 and December 31, 2017
|
0.1
|
|
|
0.1
|
|
||
Excess of capital over par value
|
61.2
|
|
|
60.0
|
|
||
Accumulated deficit
|
(388.5
|
)
|
|
(284.5
|
)
|
||
Accumulated other comprehensive income, net of tax
|
(0.1
|
)
|
|
0.1
|
|
||
Total stockholders’ deficit
|
(321.9
|
)
|
|
(218.9
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
571.7
|
|
|
$
|
675.3
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Revenue:
|
|
|
|
||||
Separative work units
|
$
|
130.6
|
|
|
$
|
195.4
|
|
Uranium
|
33.8
|
|
|
—
|
|
||
Contract services
|
28.6
|
|
|
23.0
|
|
||
Total revenue
|
193.0
|
|
|
218.4
|
|
||
Cost of Sales:
|
|
|
|
||||
Separative work units and uranium
|
187.7
|
|
|
162.7
|
|
||
Contract services
|
23.2
|
|
|
25.5
|
|
||
Total cost of sales
|
210.9
|
|
|
188.2
|
|
||
Gross profit (loss)
|
(17.9
|
)
|
|
30.2
|
|
||
Advanced technology license and decommissioning costs
|
26.1
|
|
|
15.7
|
|
||
Selling, general and administrative
|
39.9
|
|
|
43.7
|
|
||
Amortization of intangible assets
|
6.6
|
|
|
10.6
|
|
||
Special charges for workforce reductions and advisory costs
|
2.2
|
|
|
9.5
|
|
||
Gains on sales of assets
|
(0.3
|
)
|
|
(4.6
|
)
|
||
Operating loss
|
(92.4
|
)
|
|
(44.7
|
)
|
||
Gain on early extinguishment of debt
|
(0.5
|
)
|
|
(33.6
|
)
|
||
Nonoperating components of net periodic benefit expense (income)
|
10.6
|
|
|
(27.2
|
)
|
||
Interest expense
|
4.1
|
|
|
5.3
|
|
||
Investment income
|
(2.5
|
)
|
|
(1.3
|
)
|
||
Income (loss) before income taxes
|
(104.1
|
)
|
|
12.1
|
|
||
Income tax benefit
|
—
|
|
|
(0.1
|
)
|
||
Net income (loss)
|
(104.1
|
)
|
|
12.2
|
|
||
Preferred stock dividends - undeclared and cumulative
|
7.8
|
|
|
6.9
|
|
||
Net income (loss) allocable to common stockholders
|
$
|
(111.9
|
)
|
|
$
|
5.3
|
|
|
|
|
|
||||
Net income (loss) per common share - basic and diluted
|
$
|
(12.23
|
)
|
|
$
|
0.58
|
|
Average number of common shares outstanding - basic and diluted (in thousands)
|
9,151
|
|
|
9,081
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income (loss)
|
$
|
(104.1
|
)
|
|
$
|
12.2
|
|
Other comprehensive loss, before tax (Note 17):
|
|
|
|
||||
Amortization of prior service credits, net
|
(0.2
|
)
|
|
(0.1
|
)
|
||
Other comprehensive loss, before tax
|
(0.2
|
)
|
|
(0.1
|
)
|
||
Income tax benefit related to items of other comprehensive income
|
—
|
|
|
—
|
|
||
Other comprehensive loss, net of tax benefit
|
(0.2
|
)
|
|
(0.1
|
)
|
||
Comprehensive income (loss)
|
$
|
(104.3
|
)
|
|
$
|
12.1
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Operating Activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(104.1
|
)
|
|
$
|
12.2
|
|
Adjustments to reconcile net loss to cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
7.4
|
|
|
12.0
|
|
||
Immediate recognition of retirement benefit plans (gains) losses, net
|
17.3
|
|
|
(25.8
|
)
|
||
PIK interest on paid-in-kind toggle notes
|
1.7
|
|
|
2.9
|
|
||
Gain on early extinguishment of debt
|
(0.5
|
)
|
|
(33.6
|
)
|
||
Gain on sales of assets
|
(0.4
|
)
|
|
(4.6
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
9.7
|
|
|
(17.6
|
)
|
||
Inventories, net
|
61.0
|
|
|
44.7
|
|
||
Payables under SWU purchase agreements
|
(33.4
|
)
|
|
19.8
|
|
||
Deferred revenue, net of deferred costs
|
0.1
|
|
|
15.9
|
|
||
Accounts payable and other liabilities
|
3.7
|
|
|
(25.2
|
)
|
||
Pension and postretirement liabilities
|
(28.0
|
)
|
|
(9.6
|
)
|
||
Other, net
|
(8.9
|
)
|
|
(7.2
|
)
|
||
Cash used in operating activities
|
(74.4
|
)
|
|
(16.1
|
)
|
||
|
|
|
|
||||
Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(0.1
|
)
|
|
(0.5
|
)
|
||
Proceeds from sales of assets
|
0.5
|
|
|
4.7
|
|
||
Cash provided by investing activities
|
0.4
|
|
|
4.2
|
|
||
|
|
|
|
||||
Financing Activities:
|
|
|
|
||||
Payment of interest classified as debt
|
(6.1
|
)
|
|
(3.4
|
)
|
||
Extinguishment of debt
|
(5.0
|
)
|
|
(27.6
|
)
|
||
Payment of securities transaction costs
|
—
|
|
|
(9.0
|
)
|
||
Cash used in financing activities
|
(11.1
|
)
|
|
(40.0
|
)
|
||
|
|
|
|
||||
Decrease in cash, cash equivalents and restricted cash
|
(85.1
|
)
|
|
(51.9
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
(1)
|
244.8
|
|
|
296.7
|
|
||
Cash, cash equivalents and restricted cash, end of period
(1)
|
$
|
159.7
|
|
|
$
|
244.8
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Interest paid in cash
|
$
|
7.1
|
|
|
$
|
4.2
|
|
Non-cash activities:
|
|
|
|
||||
Conversion of interest payable-in-kind to debt
|
$
|
1.7
|
|
|
$
|
0.4
|
|
Exchange of debt for Series B preferred stock
|
$
|
—
|
|
|
$
|
4.6
|
|
Exchange of debt for Class A common stock
|
$
|
0.9
|
|
|
$
|
—
|
|
|
Preferred Stock,
Series B
|
|
Common Stock,
Class A,
Par Value
$.10 per Share
|
|
Common Stock,
Class B,
Par Value
$.10 per Share
|
|
Excess of
Capital Over
Par Value
|
|
Accumulated Deficit
|
|
Accumulated
Other Comprehensive Income
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
59.5
|
|
|
$
|
(296.7
|
)
|
|
$
|
0.2
|
|
|
$
|
(236.1
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|
—
|
|
|
12.2
|
|
|||||||
Issuance of preferred stock
|
4.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|||||||
Other comprehensive loss, net of tax benefit (Note 17)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||||
Restricted stock units and stock options issued, net of amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||||
Balance at December 31, 2017
|
$
|
4.6
|
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
60.0
|
|
|
$
|
(284.5
|
)
|
|
$
|
0.1
|
|
|
$
|
(218.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2017
|
$
|
4.6
|
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
60.0
|
|
|
$
|
(284.5
|
)
|
|
$
|
0.1
|
|
|
$
|
(218.9
|
)
|
Adoption of ASC 606 as of January 1, 2018 (Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104.1
|
)
|
|
—
|
|
|
(104.1
|
)
|
|||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||||
Other comprehensive loss, net of tax benefit (Note 17)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||||||
Restricted stock units and stock options issued, net of amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|||||||
Balance at December 31, 2018
|
$
|
4.6
|
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
61.2
|
|
|
$
|
(388.5
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(321.9
|
)
|
|
Balance at December 31, 2017
|
|
Adjustment for ASC 606
|
|
Balance at
January 1, 2018
|
||||||
Assets:
|
|
|
|
|
|
||||||
Unbilled contract revenue
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Stockholders’ Deficit:
|
|
|
|
|
|
||||||
Accumulated Deficit
|
(284.5
|
)
|
|
0.1
|
|
|
(284.4
|
)
|
|
|
Year Ended
December 31, 2018
|
||||||||||
|
|
As Reported
|
|
Under Previous Accounting
|
|
Effect of Adoption
|
||||||
Revenue
|
|
$
|
193.0
|
|
|
$
|
193.1
|
|
|
$
|
(0.1
|
)
|
Net loss
|
|
(104.1
|
)
|
|
(104.0
|
)
|
|
(0.1
|
)
|
|
|
Year Ended
December 31, 2017
|
||||||||||
|
|
As Previously Reported
|
|
Adjustments
|
|
Current Presentation
|
||||||
Cost of sales - separative work units and uranium
|
|
$
|
136.1
|
|
|
$
|
26.6
|
|
|
$
|
162.7
|
|
Selling, general and administrative
|
|
43.1
|
|
|
0.6
|
|
|
43.7
|
|
|||
Nonoperating components of net periodic benefit expense (income)
|
|
—
|
|
|
(27.2
|
)
|
|
(27.2
|
)
|
|
Year Ended
December 31, 2017
|
||||||||||
|
As Previously Reported
|
|
Adjustments
|
|
Current Presentation
|
||||||
Cash used in operating activities
|
$
|
(25.1
|
)
|
|
$
|
9.0
|
|
|
$
|
(16.1
|
)
|
Cash used in financing activities
|
(31.0
|
)
|
|
(9.0
|
)
|
|
(40.0
|
)
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
United States
|
$
|
112.7
|
|
|
$
|
111.5
|
|
Foreign:
|
|
|
|
||||
Belgium
|
35.2
|
|
|
34.9
|
|
||
Japan
|
3.1
|
|
|
49.0
|
|
||
Other
|
13.4
|
|
|
—
|
|
||
Revenue - SWU and uranium
|
$
|
164.4
|
|
|
$
|
195.4
|
|
|
|
December 31,
2018
|
|
January 1, 2018
|
|
Year-To-Date Change
|
||||||
Contract assets
|
|
|
|
|
|
|
||||||
Accounts receivable:
|
|
|
|
|
|
|
||||||
Billed
|
|
$
|
50.4
|
|
|
$
|
60.2
|
|
|
$
|
(9.8
|
)
|
Uranium feed receivable
|
|
9.8
|
|
|
—
|
|
|
9.8
|
|
|||
Unbilled contract revenue
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|||
Accounts receivable
|
|
$
|
60.2
|
|
|
$
|
60.3
|
|
|
$
|
(0.1
|
)
|
|
|
|
|
|
|
|
||||||
Deferred costs associated with deferred revenue
|
|
$
|
134.9
|
|
|
$
|
122.3
|
|
|
$
|
12.6
|
|
|
|
|
|
|
|
|
||||||
Contract liabilities
|
|
|
|
|
|
|
||||||
Deferred revenue and advances from customers - current:
|
|
|
|
|
|
|
||||||
Deferred revenue
|
|
$
|
204.5
|
|
|
$
|
172.5
|
|
|
$
|
32.0
|
|
Advances from customers
|
|
—
|
|
|
19.3
|
|
|
(19.3
|
)
|
|||
Deferred revenue and advances from customers - current
|
|
$
|
204.5
|
|
|
$
|
191.8
|
|
|
$
|
12.7
|
|
|
|
|
|
|
|
|
||||||
Advances from customers - noncurrent
|
|
$
|
15.0
|
|
|
$
|
—
|
|
|
$
|
15.0
|
|
|
Deferred Sales in the Period
|
|
Previously Deferred Sales Recognized in the Period
|
|
Year-To-Date Change
|
||||||
Deferred costs associated with deferred revenue
|
$
|
25.4
|
|
|
$
|
(12.8
|
)
|
|
$
|
12.6
|
|
Deferred revenue
|
55.3
|
|
|
(23.3
|
)
|
|
32.0
|
|
|
Liability
Dec. 31,
2016
|
|
2017
|
|
Liability
Dec. 31,
2017
|
|
2018
|
|
Liability
Dec. 31,
2018
|
||||||||||||||||||
|
|
Charges for Termination Benefits
|
|
Paid/
Settled
|
|
|
Charges for Termination Benefits
|
|
Paid/
Settled
|
|
|||||||||||||||||
Workforce reductions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Evolving business needs
|
$
|
0.1
|
|
|
$
|
2.4
|
|
|
$
|
(1.7
|
)
|
|
$
|
0.8
|
|
|
$
|
2.1
|
|
|
$
|
(2.0
|
)
|
|
$
|
0.9
|
|
Piketon demonstration facility
|
5.4
|
|
|
1.1
|
|
|
(0.8
|
)
|
|
5.7
|
|
|
0.1
|
|
|
(2.6
|
)
|
|
3.2
|
|
|||||||
Total
|
$
|
5.5
|
|
|
$
|
3.5
|
|
|
$
|
(2.5
|
)
|
|
$
|
6.5
|
|
|
$
|
2.2
|
|
|
$
|
(4.6
|
)
|
|
$
|
4.1
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
|
|
|
||||
Cash and cash equivalents
|
$
|
123.1
|
|
|
$
|
208.8
|
|
Deposits for financial assurance - current
|
30.3
|
|
|
16.3
|
|
||
Deposits for financial assurance - noncurrent
|
6.3
|
|
|
19.7
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
159.7
|
|
|
$
|
244.8
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Current
|
|
Long-Term
|
|
Current
|
|
Long-Term
|
||||||||
NRC license
|
$
|
16.3
|
|
|
$
|
—
|
|
|
$
|
16.1
|
|
|
$
|
—
|
|
DOE lease
|
13.8
|
|
|
—
|
|
|
—
|
|
|
13.5
|
|
||||
Workers compensation
|
—
|
|
|
6.0
|
|
|
—
|
|
|
5.9
|
|
||||
Other
|
0.2
|
|
|
0.3
|
|
|
0.2
|
|
|
0.3
|
|
||||
Total deposits for financial assurance
|
$
|
30.3
|
|
|
$
|
6.3
|
|
|
$
|
16.3
|
|
|
$
|
19.7
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
||||||||||||
Separative work units
|
$
|
20.1
|
|
|
$
|
3.6
|
|
|
$
|
16.5
|
|
|
$
|
47.2
|
|
|
$
|
15.0
|
|
|
$
|
32.2
|
|
Uranium
|
109.6
|
|
|
99.4
|
|
|
10.2
|
|
|
105.9
|
|
|
62.9
|
|
|
43.0
|
|
||||||
Total
|
$
|
129.7
|
|
|
$
|
103.0
|
|
|
$
|
26.7
|
|
|
$
|
153.1
|
|
|
$
|
77.9
|
|
|
$
|
75.2
|
|
(a)
|
Inventories owed to customers and suppliers, included in current liabilities, include SWU and uranium inventories owed to fabricators.
|
|
December 31,
2017 |
|
Additions / (Depreciation)
|
|
Retirements
|
|
December 31,
2018 |
||||||||
Land
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
Leasehold improvements
|
3.2
|
|
|
—
|
|
|
(0.7
|
)
|
|
2.5
|
|
||||
Machinery and equipment
|
1.3
|
|
|
0.1
|
|
|
(0.4
|
)
|
|
1.0
|
|
||||
Other
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||
Property, plant and equipment, gross
|
6.8
|
|
|
0.1
|
|
|
(1.1
|
)
|
|
5.8
|
|
||||
Accumulated depreciation
|
(1.9
|
)
|
|
(0.8
|
)
|
|
1.1
|
|
|
(1.6
|
)
|
||||
Property, plant and equipment, net
|
$
|
4.9
|
|
|
$
|
(0.7
|
)
|
|
$
|
—
|
|
|
$
|
4.2
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Sales of assets and property, net of auction fees and other costs
|
$
|
0.4
|
|
|
$
|
4.8
|
|
Less: net carrying value
|
—
|
|
|
(0.2
|
)
|
||
Gain on sales of assets
|
$
|
0.4
|
|
|
$
|
4.6
|
|
|
|
|
|
||||
Cash proceeds received
|
$
|
0.5
|
|
|
$
|
4.7
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||||||||
Sales order book
|
$
|
54.6
|
|
|
$
|
28.0
|
|
|
$
|
26.6
|
|
|
$
|
54.6
|
|
|
$
|
25.9
|
|
|
$
|
28.7
|
|
Customer relationships
|
68.9
|
|
|
19.5
|
|
|
49.4
|
|
|
68.9
|
|
|
14.9
|
|
|
54.0
|
|
||||||
Total
|
$
|
123.5
|
|
|
$
|
47.5
|
|
|
$
|
76.0
|
|
|
$
|
123.5
|
|
|
$
|
40.8
|
|
|
$
|
82.7
|
|
2019
|
$
|
5.4
|
|
2020
|
8.0
|
|
|
2021
|
8.8
|
|
|
2022
|
9.7
|
|
|
2023
|
8.3
|
|
|
Thereafter
|
35.8
|
|
|
Total
|
$
|
76.0
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Trade payables
|
$
|
3.9
|
|
|
$
|
6.3
|
|
Compensation and employee benefits
|
21.0
|
|
|
17.4
|
|
||
Postretirement health and life benefit obligations - current
|
15.4
|
|
|
14.7
|
|
||
Severance
|
4.1
|
|
|
3.9
|
|
||
Lease turnover obligations
|
1.6
|
|
|
1.8
|
|
||
Accrued interest on 8% PIK Toggle Notes
|
0.6
|
|
|
0.2
|
|
||
Other accrued liabilities
|
5.8
|
|
|
3.9
|
|
||
Total accounts payable and accrued liabilities
|
$
|
52.4
|
|
|
$
|
48.2
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Maturity
|
|
Current
|
|
Long-Term
|
|
Current
|
|
Long-Term
|
||||||||
8.25% Notes:
|
Feb. 2027
|
|
|
|
|
|
|
|
|
||||||||
Principal
|
|
|
$
|
—
|
|
|
$
|
74.3
|
|
|
$
|
—
|
|
|
$
|
74.3
|
|
Interest
|
|
|
6.1
|
|
|
45.9
|
|
|
6.1
|
|
|
52.0
|
|
||||
8.25% Notes
|
|
|
$
|
6.1
|
|
|
$
|
120.2
|
|
|
$
|
6.1
|
|
|
$
|
126.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
8% PIK Toggle Notes
|
Sep. 2019
(a)
|
|
$
|
26.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31.3
|
|
Less deferred issuance costs
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
8% PIK Toggle Notes
|
|
|
$
|
26.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
|
$
|
32.8
|
|
|
$
|
120.2
|
|
|
$
|
6.1
|
|
|
$
|
157.5
|
|
•
|
under a future credit facility up to $50 million with a maximum net borrowing of $40 million after taking into account any minimum cash balance;
|
•
|
under any revolving credit facility to finance inventory purchases and related working capital needs;
|
•
|
held by or for the benefit of the Pension Benefit Guaranty Corporation (“PBGC”) pursuant to any settlement (including any required funding of pension plans); and
|
•
|
under surety bonds or similar obligations held by or on behalf of the U.S. government pursuant to regulatory requirements.
|
•
|
Level 1 – quoted prices for identical instruments in active markets.
|
•
|
Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.
|
•
|
Level 3 – valuations derived using one or more significant inputs that are not observable.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
123.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123.1
|
|
|
$
|
208.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
208.8
|
|
Deferred compensation asset (a)
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred compensation obligation (a)
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
(a)
|
The deferred compensation obligation represents the balance of deferred compensation plus net investment earnings. The deferred compensation plan is funded through a rabbi trust. Trust funds are invested in mutual funds for which unit prices are quoted in active markets and are classified within Level 1 of the valuation hierarchy.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value
(a)
|
|
Carrying Value
|
|
Estimated Fair Value
(a)
|
||||||||
8.25% Notes
|
$
|
126.3
|
|
(b)
|
$
|
57.9
|
|
|
$
|
132.4
|
|
(b)
|
$
|
61.7
|
|
8% PIK Toggle Notes
|
26.7
|
|
|
21.8
|
|
|
31.3
|
|
|
25.1
|
|
(b)
|
The carrying value of the 8.25% Notes consists of the principal balance of
$74.3 million
and the sum of current and noncurrent interest payment obligations until maturity. Refer to
Note 9, Debt
.
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health
and Life Benefit Plans
|
||||||||||||
($ millions)
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Changes in Benefit Obligations:
|
|
|
|
|
|
|
|
||||||||
Obligations at beginning of period
|
$
|
817.9
|
|
|
$
|
814.6
|
|
|
$
|
170.7
|
|
|
$
|
192.8
|
|
Actuarial (gains) losses, net
|
(50.8
|
)
|
|
32.8
|
|
|
(13.1
|
)
|
|
(24.8
|
)
|
||||
Service costs
|
3.4
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
||||
Interest costs
|
28.7
|
|
|
32.2
|
|
|
5.8
|
|
|
7.2
|
|
||||
Benefits paid
|
(57.5
|
)
|
|
(59.3
|
)
|
|
(11.8
|
)
|
|
(14.5
|
)
|
||||
Lump sum benefits paid
|
(4.8
|
)
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
||||
Plan change
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
||||
Administrative expenses paid
|
(3.1
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
||||
Obligations at end of period
|
733.8
|
|
|
817.9
|
|
|
151.6
|
|
|
170.7
|
|
||||
Changes in Plan Assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
654.6
|
|
|
634.1
|
|
|
1.8
|
|
|
7.7
|
|
||||
Actual return on plan assets
|
(40.2
|
)
|
|
84.4
|
|
|
—
|
|
|
0.1
|
|
||||
Company contributions
|
14.5
|
|
|
1.5
|
|
|
10.0
|
|
|
8.5
|
|
||||
Benefits paid
|
(57.5
|
)
|
|
(59.3
|
)
|
|
(11.8
|
)
|
|
(14.5
|
)
|
||||
Lump sum benefits paid
|
(4.8
|
)
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
||||
Administrative expenses paid
|
(3.1
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of period
|
563.5
|
|
|
654.6
|
|
|
—
|
|
|
1.8
|
|
||||
Unfunded status at end of period
|
$
|
(170.3
|
)
|
|
$
|
(163.3
|
)
|
|
$
|
(151.6
|
)
|
|
$
|
(168.9
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
(1.4
|
)
|
|
$
|
(1.7
|
)
|
|
(15.4
|
)
|
|
(14.7
|
)
|
||
Noncurrent liabilities
|
(168.9
|
)
|
|
(161.6
|
)
|
|
(136.2
|
)
|
|
(154.2
|
)
|
||||
|
$
|
(170.3
|
)
|
|
$
|
(163.3
|
)
|
|
$
|
(151.6
|
)
|
|
$
|
(168.9
|
)
|
Amounts in accumulated other comprehensive income (loss), pre-tax:
|
|
|
|
|
|
|
|
||||||||
Prior service cost (credit)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2.4
|
)
|
|
$
|
(2.5
|
)
|
|
|
|
|
|
|
|
|
||||||||
Discount rate used to determine benefit obligations at end of period:
|
4.3
|
%
|
|
3.7
|
%
|
|
4.3
|
%
|
|
3.6
|
%
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health
and Life Benefit Plans
|
||||||||||||
(in millions)
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Periodic Benefit (Credits) Costs
|
|
|
|
|
|
|
|
||||||||
Service costs
|
$
|
3.4
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest costs
|
28.7
|
|
|
32.2
|
|
|
5.8
|
|
|
7.2
|
|
||||
Expected return on plan assets (gains)
|
(41.0
|
)
|
|
(40.7
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service costs (credits), net
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||||
Actuarial (gains) losses, net
|
30.4
|
|
|
(10.9
|
)
|
|
(13.1
|
)
|
|
(24.9
|
)
|
||||
Loss on plan changes resulting from legal settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
||||
Net periodic benefit (credits) costs
|
$
|
21.5
|
|
|
$
|
(15.7
|
)
|
|
$
|
(7.5
|
)
|
|
$
|
(7.8
|
)
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service (costs) credits, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
Total loss recognized in other comprehensive income (loss), pre-tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
Total recognized in net periodic benefit costs (income) and other comprehensive income (loss), pre-tax
|
$
|
21.5
|
|
|
$
|
(15.7
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
(7.7
|
)
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health
and Life Benefit Plans
|
||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Discount rate
|
4.3%
|
|
3.7%
|
|
4.3%
|
|
3.6%
|
Expected return on plan assets
|
6.8%
|
|
6.8%
|
|
—
|
|
—
|
|
December 31,
|
||
|
2018
|
|
2017
|
Healthcare cost trend rate for the following year
|
6.0%
|
|
6.5%
|
Long-term rate that the healthcare cost trend rate gradually declines to
|
5%
|
|
5%
|
Year that the healthcare cost trend rate is expected to reach the long-term rate
|
2021
|
|
2021
|
(in millions)
|
One-Percentage Point
|
||||||
|
Increase
|
|
Decrease
|
||||
Postretirement health benefit obligation
|
$
|
2.9
|
|
|
$
|
(2.7
|
)
|
Net periodic benefit costs (service and interest cost components only)
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
Defined Benefit Pension Plans
|
||||||||||||||||||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
U.S. government securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.6
|
|
|
$
|
34.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.6
|
|
|
$
|
34.6
|
|
Corporate debt
|
—
|
|
|
—
|
|
|
104.7
|
|
|
119.7
|
|
|
—
|
|
|
—
|
|
|
104.7
|
|
|
119.7
|
|
||||||||
Municipal bonds and non-U.S. government securities
|
—
|
|
|
—
|
|
|
2.0
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
3.5
|
|
||||||||
Mortgage and asset backed securities
|
—
|
|
|
—
|
|
|
4.2
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
0.3
|
|
||||||||
Fair value of investments by hierarchy level
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
145.5
|
|
|
$
|
158.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
145.5
|
|
|
$
|
158.1
|
|
Investments measured at NAV (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
416.1
|
|
|
494.7
|
|
||||||||||||||
Accrued interest receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
1.8
|
|
|
1.9
|
|
||||||||||||||
Unsettled transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
(0.1
|
)
|
||||||||||||||
Plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
563.5
|
|
|
$
|
654.6
|
|
|
Postretirement Health and Life Benefit Plans
|
||||||||||||||||||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Money market funds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Bond mutual funds
|
—
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
||||||||
Fair value of investments by hierarchy level
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health and Life Benefit Plans
|
||||
2019
|
$
|
57.9
|
|
|
$
|
15.3
|
|
2020
|
56.0
|
|
|
13.9
|
|
||
2021
|
54.8
|
|
|
13.2
|
|
||
2022
|
53.6
|
|
|
12.6
|
|
||
2023
|
52.4
|
|
|
12.1
|
|
||
2024 to 2028
|
245.1
|
|
|
49.3
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Total stock-based compensation costs:
|
|
|
|
||||
Restricted stock units
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Stock options
|
0.3
|
|
|
0.4
|
|
||
Expense included in selling, general and administrative expense
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
|
|
|
||||
Total recognized tax benefit
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Stock Options (thousands)
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life in Years
|
|
Aggregate Intrinsic Value (millions)
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017
|
|
425
|
|
$4.14
|
|
7.3
|
|
$0.1
|
Outstanding at December 31, 2018
|
|
425
|
|
$4.14
|
|
6.3
|
|
$—
|
Exercisable at December 31, 2018
|
|
345
|
|
$4.11
|
|
6.3
|
|
$—
|
Stock Exercise Price
|
|
Options Outstanding (thousands)
|
|
Remaining Contractual Life in Years
|
|
Options Exercisable (thousands)
|
|
|
|
|
|
|
|
$5.62
|
|
22
|
|
5.9
|
|
22
|
$4.37
|
|
300
|
|
6.2
|
|
225
|
$3.90
|
|
23
|
|
6.6
|
|
23
|
$3.93
|
|
15
|
|
6.6
|
|
15
|
$2.71
|
|
50
|
|
6.8
|
|
50
|
$2.68
|
|
15
|
|
7.4
|
|
10
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Current:
|
|
|
|
||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
State and local
|
—
|
|
|
(0.1
|
)
|
||
Foreign
|
—
|
|
|
—
|
|
||
|
—
|
|
|
(0.1
|
)
|
||
Deferred:
|
|
|
|
||||
Federal
|
—
|
|
|
—
|
|
||
State and local
|
—
|
|
|
—
|
|
||
Foreign
|
—
|
|
|
—
|
|
||
|
—
|
|
|
—
|
|
||
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Employee benefits costs
|
$
|
73.6
|
|
|
$
|
79.9
|
|
Inventory
|
11.1
|
|
|
2.4
|
|
||
Property, plant and equipment
|
185.9
|
|
|
187.0
|
|
||
Net operating loss and credit carryforwards
|
187.1
|
|
|
166.9
|
|
||
Accrued expenses
|
0.9
|
|
|
0.9
|
|
||
Long-term debt and financing costs
|
15.3
|
|
|
17.3
|
|
||
Other
|
0.2
|
|
|
5.5
|
|
||
|
474.1
|
|
|
459.9
|
|
||
Valuation allowance
|
(456.6
|
)
|
|
(440.7
|
)
|
||
Deferred tax assets, net of valuation allowance
|
$
|
17.5
|
|
|
$
|
19.2
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
$
|
16.0
|
|
|
$
|
17.7
|
|
Prepaid expenses
|
1.5
|
|
|
1.5
|
|
||
Deferred tax liabilities
|
$
|
17.5
|
|
|
$
|
19.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||
|
2018
|
|
2017
|
||
Federal statutory tax rate
|
21
|
%
|
|
35
|
%
|
Valuation allowance against net deferred tax assets
|
(15
|
)
|
|
(2,156
|
)
|
State rate changes
|
(6
|
)
|
|
—
|
|
Executive compensation
|
(1
|
)
|
|
—
|
|
State income tax expense, net of federal benefit
|
1
|
|
|
1
|
|
Tax Cuts and Jobs Act of 2017
|
—
|
|
|
2,382
|
|
Gain on early extinguishment of debt
|
—
|
|
|
(268
|
)
|
Interest expense
|
—
|
|
|
4
|
|
Other non-deductible expenses
|
—
|
|
|
1
|
|
Effective tax rate
|
—
|
%
|
|
(1
|
)%
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Balance at beginning of the period
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Additions to tax positions of current period
|
—
|
|
|
0.1
|
|
||
Reductions to tax positions of prior years
|
(0.1
|
)
|
|
(0.2
|
)
|
||
Balance at end of the period
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Numerator (in millions):
|
|
|
|
||||
Net income (loss)
|
$
|
(104.1
|
)
|
|
$
|
12.2
|
|
Preferred stock dividends - undeclared and cumulative
|
7.8
|
|
|
6.9
|
|
||
Net income (loss) allocable to common stockholders
|
$
|
(111.9
|
)
|
|
$
|
5.3
|
|
|
|
|
|
||||
Denominator (in thousands):
|
|
|
|
||||
Average common shares outstanding - basic
|
9,151
|
|
|
9,081
|
|
||
Potentially dilutive shares related to stock options and restricted stock units
(a)
|
—
|
|
|
—
|
|
||
Average common shares outstanding - diluted
|
9,151
|
|
|
9,081
|
|
||
|
|
|
|
||||
Net income (loss) per common share (in dollars) - basic and diluted:
|
$
|
(12.23
|
)
|
|
$
|
0.58
|
|
|
|
|
|
||||
(a) Common stock equivalents excluded from the diluted calculation as a result of a net loss in the period (in thousands)
|
23
|
|
|
—
|
|
||
|
|
|
|
||||
Options outstanding and considered anti-dilutive as their exercise price exceeded the average share market price (in thousands)
|
360
|
|
|
200
|
|
(a)
|
its pension plans and Enrichment Corp.’s pension plans are at least
90%
funded on a variable rate premium calculation in the current plan year;
|
(b)
|
its net income calculated in accordance with GAAP (excluding the effect of pension remeasurement) for the immediately preceding fiscal quarter exceeds
$7.5 million
;
|
(c)
|
its free cash flow (defined as the sum of cash provided by (used in) operating activities and cash provided by (used in) investing activities) for the immediately preceding four fiscal quarters exceeds
$35 million
;
|
(d)
|
the balance of cash and cash equivalents calculated in accordance with GAAP on the last day of the immediately preceding quarter would exceed
$150 million
after pro forma application of the dividend payment; and
|
(e)
|
dividends may be legally paid under Delaware law.
|
|
Preferred Stock,
Series B
|
|
Common Stock,
Class A
|
|
Common Stock,
Class B
|
|||
|
|
|
|
|
|
|||
Balance at December 31, 2016
|
—
|
|
|
7,563,600
|
|
|
1,436,400
|
|
Issuance of Preferred Stock
|
104,574
|
|
|
—
|
|
|
—
|
|
Issuance of Class A Common Stock
|
—
|
|
|
38,751
|
|
|
—
|
|
Conversion of Common Stock from Class B to Class A
|
—
|
|
|
30,318
|
|
|
(30,318
|
)
|
Balance at December 31, 2017
|
104,574
|
|
|
7,632,669
|
|
|
1,406,082
|
|
|
|
|
|
|
|
|||
Issuance of Class A Common Stock
|
—
|
|
|
398,638
|
|
|
—
|
|
Balance at December 31, 2018
|
104,574
|
|
|
8,031,307
|
|
|
1,406,082
|
|
2019
|
$
|
0.9
|
|
2020
|
0.9
|
|
|
2021
|
0.9
|
|
|
2022
|
1.0
|
|
|
2023
|
1.0
|
|
|
Thereafter
|
3.8
|
|
|
|
$
|
8.5
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
United States
|
$
|
141.3
|
|
|
$
|
134.5
|
|
Foreign:
|
|
|
|
||||
Belgium
|
35.2
|
|
|
34.9
|
|
||
Japan
|
3.1
|
|
|
49.0
|
|
||
Other
|
13.4
|
|
|
—
|
|
||
Total foreign
|
51.7
|
|
|
83.9
|
|
||
Total revenue
|
$
|
193.0
|
|
|
$
|
218.4
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Revenue
|
|
|
|
||||
LEU segment:
|
|
|
|
||||
Separative work units
|
$
|
130.6
|
|
|
$
|
195.4
|
|
Uranium
|
33.8
|
|
|
—
|
|
||
Total
|
164.4
|
|
|
195.4
|
|
||
Contract services segment
|
28.6
|
|
|
23.0
|
|
||
Total revenue
|
$
|
193.0
|
|
|
$
|
218.4
|
|
|
|
|
|
||||
Segment Gross Profit (Loss)
|
|
|
|
||||
LEU segment
|
$
|
(23.3
|
)
|
|
$
|
32.7
|
|
Contract services segment
|
5.4
|
|
|
(2.5
|
)
|
||
Gross profit (loss)
|
$
|
(17.9
|
)
|
|
$
|
30.2
|
|
|
2018
|
||||||||||||||||||
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
Year
|
||||||||||
Revenue
|
$
|
35.7
|
|
|
$
|
39.4
|
|
|
$
|
34.1
|
|
|
$
|
83.8
|
|
|
$
|
193.0
|
|
Cost of sales
|
41.3
|
|
|
49.8
|
|
|
26.3
|
|
|
93.5
|
|
|
210.9
|
|
|||||
Gross profit (loss)
|
(5.6
|
)
|
|
(10.4
|
)
|
|
7.8
|
|
|
(9.7
|
)
|
|
(17.9
|
)
|
|||||
Advanced technology license and decommissioning costs
|
7.7
|
|
|
5.7
|
|
|
5.8
|
|
|
6.9
|
|
|
26.1
|
|
|||||
Selling, general and administrative
|
11.2
|
|
|
9.7
|
|
|
8.8
|
|
|
10.2
|
|
|
39.9
|
|
|||||
Amortization of intangible assets
|
1.3
|
|
|
1.5
|
|
|
1.7
|
|
|
2.1
|
|
|
6.6
|
|
|||||
Special charges for workforce reductions and advisory costs
|
0.6
|
|
|
0.3
|
|
|
0.6
|
|
|
0.7
|
|
|
2.2
|
|
|||||
Gains on sales of assets
|
(0.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Operating loss
|
(26.3
|
)
|
|
(27.4
|
)
|
|
(9.1
|
)
|
|
(29.6
|
)
|
|
(92.4
|
)
|
|||||
Gain on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||||
Nonoperating components of net periodic benefit expense (income)
|
(1.6
|
)
|
|
(1.7
|
)
|
|
(1.6
|
)
|
|
15.5
|
|
|
10.6
|
|
|||||
Interest expense
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|
1.1
|
|
|
4.1
|
|
|||||
Investment income
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|
(0.6
|
)
|
|
(2.5
|
)
|
|||||
Income tax benefit
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|||||
Net loss
|
$
|
(25.0
|
)
|
|
$
|
(26.1
|
)
|
|
$
|
(7.8
|
)
|
|
$
|
(45.2
|
)
|
|
$
|
(104.1
|
)
|
Preferred stock dividends - undeclared and cumulative
|
1.9
|
|
|
2.0
|
|
|
1.9
|
|
|
2.0
|
|
|
7.8
|
|
|||||
Net loss allocable to common stockholders
|
$
|
(26.9
|
)
|
|
$
|
(28.1
|
)
|
|
$
|
(9.7
|
)
|
|
$
|
(47.2
|
)
|
|
$
|
(111.9
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per share - basic and diluted
|
$
|
(2.97
|
)
|
|
$
|
(3.08
|
)
|
|
$
|
(1.06
|
)
|
|
$
|
(5.10
|
)
|
|
$
|
(12.23
|
)
|
|
2017
|
||||||||||||||||||
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
Year
|
||||||||||
Revenue
|
$
|
7.2
|
|
|
$
|
44.0
|
|
|
$
|
50.3
|
|
|
$
|
116.9
|
|
|
$
|
218.4
|
|
Cost of sales
|
10.1
|
|
|
48.7
|
|
|
39.0
|
|
|
90.4
|
|
|
188.2
|
|
|||||
Gross profit (loss)
|
(2.9
|
)
|
|
(4.7
|
)
|
|
11.3
|
|
|
26.5
|
|
|
30.2
|
|
|||||
Advanced technology license and decommissioning costs
|
6.1
|
|
|
4.4
|
|
|
4.5
|
|
|
0.7
|
|
|
15.7
|
|
|||||
Selling, general and administrative
|
12.4
|
|
|
9.7
|
|
|
11.0
|
|
|
10.6
|
|
|
43.7
|
|
|||||
Amortization of intangible assets
|
1.2
|
|
|
2.0
|
|
|
2.5
|
|
|
4.9
|
|
|
10.6
|
|
|||||
Special charges for workforce reductions and advisory costs
|
2.4
|
|
|
2.3
|
|
|
2.4
|
|
|
2.4
|
|
|
9.5
|
|
|||||
Gains on sales of assets
|
(1.0
|
)
|
|
(0.7
|
)
|
|
(0.6
|
)
|
|
(2.3
|
)
|
|
(4.6
|
)
|
|||||
Operating income (loss)
|
(24.0
|
)
|
|
(22.4
|
)
|
|
(8.5
|
)
|
|
10.2
|
|
|
(44.7
|
)
|
|||||
Gain on early extinguishment of debt
|
(33.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.6
|
)
|
|||||
Nonoperating components of net periodic benefit expense (income)
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(26.1
|
)
|
|
(27.2
|
)
|
|||||
Interest expense
|
2.9
|
|
|
0.7
|
|
|
0.7
|
|
|
1.0
|
|
|
5.3
|
|
|||||
Investment income
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(1.3
|
)
|
|||||
Income tax (benefit) expense
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|||||
Net income (loss)
|
$
|
7.6
|
|
|
$
|
(22.4
|
)
|
|
$
|
(8.5
|
)
|
|
$
|
35.5
|
|
|
$
|
12.2
|
|
Preferred stock dividends - undeclared and cumulative
|
1.0
|
|
|
2.0
|
|
|
2.0
|
|
|
1.9
|
|
|
6.9
|
|
|||||
Net income (loss) allocable to common stockholders
|
$
|
6.6
|
|
|
$
|
(24.4
|
)
|
|
$
|
(10.5
|
)
|
|
$
|
33.6
|
|
|
$
|
5.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.73
|
|
|
$
|
(2.69
|
)
|
|
$
|
(1.15
|
)
|
|
$
|
3.69
|
|
|
$
|
0.58
|
|
Diluted
|
$
|
0.72
|
|
|
$
|
(2.69
|
)
|
|
$
|
(1.15
|
)
|
|
$
|
3.69
|
|
|
$
|
0.58
|
|
1.
|
Capitalized terms used and not defined in this Amendment No. 1 have the respective meanings assigned to them in the Agreement.
|
2.
|
Section 1.7(a) of the Agreement is to be deleted in its entirety and replaced with the following:
|
3.
|
This Amendment No. 1 shall be effective as of November 28, 2018 (the “Amendment
Effective Date
”). Except as expressly provided in this Amendment No. 1, all of the terms and provisions of the Agreement are and will remain in full force and effect, and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Amendment Effective Date, each reference in the Agreement to "this Agreement," "the Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Agreement as amended by this Amendment No. 1.
|
4.
|
This Amendment No. 1 shall be governed by the laws of the State of Maryland.
|
5.
|
This Amendment No. 1 may be executed in two or more counterparts, each of which shall for all purposes be deemed an original and all of which shall constitute one and the same instrument and shall become effective when one or more counterparts or electronic signatures have been executed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same counterpart or form of electronic signature.
|
1.1
|
Services
. This is an Indefinite Delivery/Indefinite Quantity (IDIQ) services agreement that establishes the terms and conditions whereby X-energy will, through issuance of separate Task Orders (each, a “
Task Order
”), to ACO, contract for technical and resource support services (the “
Services
”) to support X-energy. Prior to issuing Task Orders, X-energy shall provide ACO with the following data, which together shall be considered a Task Order Request for Proposal (“
Task Order RFP
”):
|
1.1.1
|
A functional description of the work identifying the objectives or results desired from the contemplated Task Order.
|
1.1.2
|
Proposed performance standards to be used as criteria for determining whether the work requirements have been met.
|
1.1.3
|
A request to ACO to include the technical approach, period of performance, appropriate fair market valuation information of any in-kind contributions, time and materials estimates, applicable labor rates, and any other information required by X-energy to determine the acceptance of ACO’s proposal.
|
1.2
|
ACO shall submit the response to each Task Order RFP to X-energy, and such response/proposal shall be valid for a minimum of ninety (90) calendar days, unless otherwise noted by ACO.
|
1.3
|
ACO shall provide a technical approach for fulfilling the requirements specified in each Task Order RFP.
|
1.4
|
After review and any necessary discussions regarding the response to each Task Order RFP, X-energy may issue a Task Order for ACO’s acceptance, containing, at a minimum, the following:
|
1.4.1
|
Date of the order.
|
1.4.2
|
Task Order number.
|
1.4.3
|
Functional description of the work identifying the objectives or results desired from the Task Order, including special instructions or other information necessary for performance of the Task Order.
|
1.4.4
|
Performance standards, and where appropriate, quality assurance standards.
|
1.4.5
|
Anticipated cost and/or fair market value each as agreed by the Parties in the Task Order.
|
1.4.6
|
Any other resources (travel, materials, equipment, facilities, etc.) authorized.
|
1.4.7
|
Delivery/performance schedule including start and end dates.
|
1.4.8
|
Place of Performance.
|
1.4.9
|
Authorized funding.
|
1.5
|
ACO shall provide the Services (a) in accordance with the terms and subject to the conditions set forth in the respective Task Order and this Agreement; (b) using personnel with required skills, experience, and qualifications; (c) in a timely, workmanlike, and professional manner; (d) in accordance with the professional standards recognized in the U.S. nuclear fuel industry; and (e) to the satisfaction of X-energy.
|
2.
|
Indefinite Quantity
|
2.1
|
Performance shall be made only as authorized by formal Task Orders issued in accordance with
Sections 1.4 and 1.5
.
|
2.2
|
There is no limit to the number of Task Orders that may be issued. X-energy may issue Task Orders as a result of Task Order RFPs issued in accordance with
Section 1.1
.
|
2.3
|
This Agreement and the work conducted pursuant to Task Orders issued hereunder is not intended to be exclusive as between the Parties.
|
3.
|
In-Kind Contributions
|
3.1
|
In-kind contributions represent non-cash contributions provided by ACO, which can be applied by X- energy to fulfill a portion of X-energy’s cost-sharing obligation to the DOE under the Cooperative Agreement. In-kind contributions may be in the form of personal property (equipment and supplies), real property (land and buildings) or services which are directly beneficial, specifically identifiable and necessary to performance of the project or program under the Cooperative Agreement.
|
3.2
|
In-kind contributions will be identified in the Task Orders issued under this Agreement and are required to be:
|
3.2.1
|
Valued at no more than fair market value.
|
3.2.2
|
Verifiable from supporting documentation provided by ACO.
|
3.2.3
|
Necessary for the effective and efficient accomplishment of the Project.
|
3.2.4
|
Types of charges that would otherwise be allowable under ACO’s Cost Accounting Standards Disclosure Statement and applicable Federal Acquisition Regulation standards and requirements.
|
3.2.5
|
Not charged to the Federal Government under any contract, agreement or grant, unless specifically authorized by legislation.
|
3.2.6
|
Not included as contributions for any other Federal program.
|
3.3
|
The Parties anticipate that ACO will provide additional in-kind contributions to X-energy including, but not limited to formulaic discounts to the fair market price to be paid by X-energy under certain Task Orders issued pursuant to this Agreement. The Parties will document such formulas and discounted fair market prices in the appropriate Task Orders.
|
4.
|
ACO Obligations
. ACO shall:
|
4.1
|
Provide representatives for the following positions:
|
4.1.1
|
A primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the “
ACO Contract Administrator
”).
|
4.1.2
|
A project manager or technical representative for each executed Task Order who is authorized to discuss technical aspects of the work being performed. (collectively, with the ACO Contract Administrator, “
ACO Representatives
”)
|
4.1.3
|
A sufficient number of employees or subcontractors to perform the Services set out in each Task Order, each of whose names, positions, billing rates, and respective levels of experience and any relevant licenses shall be set forth in the respective Task Order.
|
4.2
|
Make no changes in the above ACO Representatives except:
|
4.2.1
|
Upon written notice to X-energy.
|
4.2.2
|
Upon the written request of X-energy, in which case ACO shall use its best efforts to promptly appoint a qualified replacement; or
|
4.2.3
|
Upon the resignation, termination, death, or disability of an existing ACO Representative.
|
4.3
|
Assign only qualified, authorized ACO Representatives and employees to provide the Services. Prior to any personnel performing any work hereunder, ACO shall: (i) determine that such personnel have the legal right to work in the United States; and (ii) at its sole cost and expense, conduct background checks on such personnel, which background checks shall comprise at a minimum a review of credit history, references and criminal records, in accordance with state, federal and local law.
|
4.4
|
Obtain X-energy’s written approval, which shall not be unreasonably withheld or delayed, prior to entering into agreements with or otherwise engaging any person, including all new third-party subcontractors or suppliers to provide any direct charge Services (each such approved subcontractor or other third party, a "
Permitted Subcontractor
"). For avoidance of doubt, all subcontractors engaged by ACO as of the date of this Agreement shall be considered Permitted Subcontractors. X-energy’s approval shall not relieve ACO of its obligations under this Agreement, and ACO shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and shall direct its employees and Permitted Subcontractors to adhere to the terms and conditions of this Agreement and any Task Order. Nothing contained in this Agreement shall create any contractual relationship between X-energy and any ACO subcontractor or supplier.
|
4.5
|
Direct each Permitted Subcontractor to adhere to the confidentiality and intellectual property provisions of this Agreement, by entering into a non-disclosure agreement or intellectual property assignment or license agreement in a form that is reasonably satisfactory to X-energy.
|
4.6
|
Comply with all applicable laws and regulations in providing the Services.
|
4.7
|
Comply with, and direct each Permitted Subcontractor to comply with, all required DOE flow down provisions contained in
Exhibit B
in providing the Services.
|
4.8
|
To the extent practicable and not prohibited by law, rule or court order, provide prompt notice to X- energy (1) if it is being investigated or is suspended, debarred, or declared ineligible by any U.S. Government Agency or (2) if it receives a notice of proposed investigation or debarment from any U.S. Government Agency. Failure to so notify X-energy may be considered by X-energy as a material breach of and default under this Agreement
|
4.9
|
Where not in conflict with ACO rules or policy, comply with all X-energy rules, regulations, and policies of which ACO has been made aware, in its provision of the Services, including security procedures concerning systems and data and remote access thereto, building security procedures, and general health and safety practices and procedures.
|
4.10
|
Maintain complete and accurate records of the labor and materials directly charged by ACO in providing the Services. During the Term (as defined in
Section 13.1)
and for a period of three (3) years
|
4.11
|
Agree and acknowledge that time is of the essence with respect to ACO’s obligations hereunder and that prompt and timely performance of all such obligations, including all timetables, project milestones and other requirements in this Agreement and each Task Order, is required.
|
4.12
|
The labor rates included in
Exhibit C
are firm through November 31, 2019. However, in the event of a significant material event related to ACO’s Cost Accounting Standards affecting the rates, the Parties agree to negotiate in good faith appropriate adjustments. Rates for subsequent annual periods will be negotiated in good faith by the Parties and, following agreement, this Agreement shall be amended to revise Exhibit C. Such increases shall not occur more frequently than once per contract year of the Term.
|
4.13
|
Ensure that ACO maintains sufficient facilities and resources to timely and competently perform all anticipated work under this Agreement. For the term of this Agreement, ACO will not reassign its employees or subcontractors that are required to timely and competently perform all anticipated work under this Agreement.
|
4.14
|
Provide, pursuant to appropriate Task Orders, during the term of this Agreement:
|
4.14.1
|
All necessary equipment to perform the Task Orders contemplated under this Agreement, other than certain limited “specialty equipment” as set forth in each Task Order, such as, but not limited to:
*****
.
|
4.14.2
|
Support services required to perform the work for each Task Order under this Agreement.
|
4.15
|
The obligations of ACO under this Agreement shall be performed fully within the United States, unless approved in writing in advance by X-energy, which approval shall not be unreasonably withheld or delayed.
|
5.
|
X-energy Obligations
. X-energy shall:
|
5.1
|
Cooperate in good faith with ACO in all matters relating to the services provided under this Agreement and in any Task Order.
|
5.2
|
Designate one of its employees to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “
X-energy Contract Administrator
”), with such designation to remain in force unless and until a successor X-energy Contract Administrator is appointed, in X-energy’s discretion.
|
5.3
|
Designate one of its employees to serve as technical representative for each Task Order.
|
5.4
|
Ensure that the X-energy Contract Administrator responds promptly and accurately to any reasonable requests from ACO for instructions, information, or approvals required by ACO to provide the Services.
|
5.5
|
Promptly pay properly submitted and undisputed ACO invoices when due.
|
5.6
|
Comply with all applicable state, federal and local laws and regulations.
|
5.7
|
Follow all ACO rules when present in ACO-controlled areas of ACO facilities.
|
6.
|
Fees and Expenses
.
|
6.1
|
For the services to be performed hereunder, X-energy will pay to ACO a fee determined in accordance with the fee schedule set out in each Task Order. This fee may be structured as a fixed price fee or a time- and-materials based fee, or a blend between the two. The Task Orders shall include all information required to ensure that both parties agree on all components of the billing formula. Unless otherwise provided in the Task Order, undisputed fees will be payable within thirty (30) days of receipt by X-energy of an invoice from ACO, accompanied by documentation reasonably requested by X-energy, in advance, evidencing all charges.
|
6.1.1
|
Where the Services are provided on a time and materials basis:
|
6.1.1.1
|
The fees payable for the Services shall be calculated in accordance with ACO’s labor rate schedules set forth in Exhibit C and the applicable Task Order; and
|
6.1.1.2
|
ACO shall issue invoices to X-energy monthly in arrears for its fees for time for the immediately preceding month, together with a detailed breakdown of any materials and expenses for such month.
|
6.1.2
|
Where the services are provided for a fixed price, the total fees for the services shall be the amount set out in the applicable Task Order. The total price shall be paid to ACO in installments, as set out in the Task Order, with each installment being conditioned upon ACO providing X-energy the deliverable or achieving the corresponding project milestone in respect of which an installment is due. ACO shall issue invoices to X-energy for the fees that are then payable.
|
6.2
|
Within thirty (30) days of receipt by X-energy of an invoice from ACO accompanied by receipts and supporting documentation reasonably acceptable to X-energy, X-energy shall reimburse ACO for all expenses reasonably incurred in accordance with the Task Order. All fees, expenses, and expense categories detailed in a Task Order shall be deemed pre-approved by X-energy upon approval of the Task Order by the X-energy Contract Administrator. All ACO expenses not pre-approved either separately or on the Task Order by the X-energy Contract Administrator, or not otherwise meeting the requirements of this Agreement or the Task Order to which it applies shall be reimbursed at the sole discretion of X-energy.
|
6.3
|
X-energy shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by X-energy hereunder; provided, that, in no event shall X-energy pay or be responsible for any taxes imposed on, or with respect to, ACO’s income, revenues, gross receipts, personnel or real or personal property or other assets.
|
7.
|
Change Orders
.
|
7.1
|
If either Party wishes to change the scope or performance of the work under a duly executed Task Order or this Agreement, it shall submit details of the requested change to the other Party’s Contract Administrator in writing. ACO shall, within a reasonable time after receipt of X-energy’s written request (and, if such request is initiated by X-energy not more than thirty (30) calendar days, or ten (10) calendar days if deemed an exigent change by X-energy) after receipt of X-energy’s written request), provide a written estimate to X-energy of:
|
7.1.1
|
the likely time required to implement the change;
|
7.1.2
|
any necessary variations to the fees and other charges for the Services arising from the change;
|
7.1.3
|
the likely effect of the change on the Services; and
|
7.1.4
|
any other impact the change might have on the performance of this Agreement.
|
7.2
|
Promptly after receipt of the written estimate, the Parties shall negotiate in good faith and agree in writing on the terms of such change (a "
Change Order
"). Neither Party shall be bound by any Change Order unless mutually agreed upon in writing. A Change Order signed by X-energy and ACO indicates an agreement to the changes and/or the amount of an adjustment in the projected price, and/or adjustment in the schedule as reflected in such Change Order.
|
8.
|
Disputes
. Any dispute arising under or related to this Agreement or under any Task Order shall be resolved, to the maximum possible extent, through good faith negotiation between the Parties at the working level. If, after attempting to resolve a dispute at the working level, the Parties still cannot come to agreement, the issue will be presented to senior executives of each of the Parties, who also will work in good faith to resolve the dispute. If such senior executives fail to resolve the dispute, the Parties shall settle the dispute through binding arbitration administered by the [American Arbitration Association, under its Commercial Arbitration Rules. The number of arbitrators shall be three (3), and the place of arbitration shall be mutually agreed upon. Maryland law shall apply. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
|
9.
|
Intellectual Property
.
|
9.1
|
Definitions.
|
9.2
|
ACO assigns to X-energy ACO’s entire right, title, and interest in any invention, technique, process, device, discovery, improvement, or know-how, whether patentable or not, hereafter made or conceived by ACO on or after the Effective Date of this Agreement while working for or on behalf of X-energy on any active Task Order, and depends on either:
|
9.2.1
|
ACO’s knowledge of Confidential Information (as defined in
Section 10
) it obtains from X- energy.
|
9.2.2
|
The use of X-energy equipment, supplies, facilities, information, or materials.
|
9.3
|
ACO shall disclose any such invention, technique, process, device, discovery, improvement, or know-how promptly to the X-energy Contract Administrator.
|
9.4
|
ACO shall, upon request of X-energy, promptly execute a specific assignment of title to X-energy, and do anything else reasonably necessary to enable X-energy to secure for itself, patent, trade secret, or any other proprietary rights in the United States or other countries. It shall be conclusively presumed that any patent applications relating to a Task Order, related to trade secrets of X-energy, or which relate to tasks assigned to ACO by X-energy, which ACO may file within one year after termination of this Agreement, shall belong to X-energy, and ACO hereby assigns the same to X-energy, as having been conceived or reduced to practice during the term of this Agreement.
|
9.5
|
All writings or works of authorship, including, without limitation, program codes or documentation, produced or authored by ACO in the course of performing services for X-energy, together with any associated copyrights, are works made for hire and the exclusive property of X-energy. To the extent that any writings or works of authorship may not, by operation of law, be works made for hire, this Agreement shall constitute an irrevocable assignment by ACO to X-energy of the ownership of and all rights of copyright in, such items, and X-energy shall have the right to obtain and hold in its own name, rights of copyright, copyright registrations, and similar protections which may be available in the works. ACO shall provide X-energy or its designees all assistance reasonably required to perfect such rights.
|
9.6
|
ACO retains all Intellectual Property Rights, and rights to discoveries and improvements made or conceived prior to the Effective Date of this Agreement. Such Intellectual Property Rights, and rights to discoveries and improvements made or conceived by ACO before the Effective Date of this Agreement, are expressly reserved and excepted from the provisions of
Section 9
.
|
10.
|
Confidentiality
. The Parties entered into a non-disclosure agreement on May 5, 2017 as amended January 18, 2018 (“
NDA
”) governing the definition and treatment of confidential information (”
Confidential Information
”) between the Parties. The NDA is incorporated in its entirety and attached hereto as
Exhibit
D
|
11.
|
Representations and Warranties
.
|
11.1
|
Each Party represents and warrants to the other Party that:
|
11.1.1
|
it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering;
|
11.1.2
|
it has the full right, power and authority to enter into this Agreement, to grant the rights and any licenses granted hereunder and to perform its obligations hereunder;
|
11.1.3
|
the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Party; and
|
11.1.4
|
when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
|
11.2
|
ACO represents and warrants to X-energy that:
|
11.2.1
|
it shall perform the services under this Agreement and each duly executed Task Order using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement;
|
11.2.2
|
to its knowledge, it is in compliance with, and shall perform all Services in compliance with, all applicable laws;
|
11.2.3
|
X-energy will receive good and valid title to all deliverables under any Task Order, free and clear of all encumbrances and liens of any kind, except for any ACO intellectual property;
|
11.2.4
|
none of ACO’s services, deliverables and X-energy’s use thereof (a) are known to infringe upon or will intentionally infringe any intellectual property right of any third party, and (b) as of the date hereof, there are no pending or, to ACO’s knowledge, threatened claims, litigation or other proceedings pending against ACO by any third party based on an alleged violation of such intellectual property rights, in each case, excluding any infringement or claim, litigation or other proceedings to the extent arising out of (i) any instruction, information, designs, specifications or other materials provided by X-energy to ACO, (ii) use of any deliverables in combination with any materials or equipment not supplied or specified by ACO, if the infringement would have been avoided by the use of the deliverables not so combined, and (iii) any modifications or changes made to the deliverables by or on behalf of any person other than ACO; and
|
11.2.5
|
the services and deliverables will conform in all material respects with all requirements or specifications stated in this Agreement and the applicable Task Order.
|
11.3
|
EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT (A) EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES; EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT; AND
|
12.
|
Non-Competition
.
*****
.
|
13.
|
Term, Termination, and Survival
.
|
13.1
|
This Agreement shall commence as of the Effective Date and shall continue thereafter until the earlier of (i) completion of all Services required for Tasks issued according to
Section 1
or (ii) June 30, 2021 (collectively, the “
Term
”), unless sooner terminated pursuant to this
Section 13
.
|
13.2
|
X-energy, in its sole discretion, may terminate this Agreement, or any Task Order issued hereunder, in whole or in part, at any time, without cause, and without liability except for required payment, if any, for services rendered, and reimbursement for authorized materials and expenses incurred, up to and on the termination date by providing at least sixty (60) days prior written notice to ACO.
|
13.3
|
Either Party may terminate this Agreement for default, effective upon written notice to the other Party (the “
Defaulting Party
”), if the Defaulting Party:
|
13.3.1
|
Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach.
|
13.3.2
|
Becomes insolvent or admits its inability to pay its debts generally as they become due.
|
13.3.3
|
Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within ten (10) business days, or is not dismissed or vacated within forty-five (45) calendar days after filing.
|
13.3.4
|
Is dissolved or liquidated or takes any corporate action for such purpose.
|
13.3.5
|
Makes a general assignment for the benefit of creditors.
|
13.3.6
|
Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
|
13.4
|
Subject to any and all DOE rights and obligations, upon expiration or termination of this Agreement for any reason, ACO shall promptly:
|
13.4.1
|
Deliver to X-energy all documents, work product, and other materials, whether or not complete, prepared by or on behalf of ACO in the course of performing the Services for which X-energy has paid.
|
13.4.2
|
Return to X-energy all X-energy-owned property, equipment, or materials in its possession or control.
|
13.4.3
|
Remove any ACO-owned property, equipment, or materials located in X-energy’s facilities.
|
13.4.4
|
Deliver to X-energy, all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on X-energy’s Confidential Information.
|
13.4.5
|
Provide reasonable cooperation and assistance to X-energy in transitioning the Services to an alternate service provider. Other than in a termination for cause due to a ACO default, ACO shall be reimbursed its actual costs in facilitating the transition of the service to an alternate provider.
|
13.4.6
|
On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided.
|
13.4.7
|
Destroy X-energy’s Confidential Information from its computer systems, provided, however, ACO shall not, in connection with the foregoing obligations, be required to identify or delete X-energy’s Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; however, in the event of a system restore, all X-energy Confidential Information shall be destroyed. ACO shall not be obligated to return or destroy X-energy’s Confidential Information to the extent ACO is required to retain a copy pursuant to applicable law.
|
13.4.8
|
Certify in writing to X-energy that it has complied with the requirements of
Section 13
.
|
13.4.9
|
Deliver to X-energy all documents, work product, and other materials, whether or not complete, prepared by or on behalf of ACO in the course of performing the Services for which X-energy has paid.
|
13.5
|
Subject to any and all DOE rights and obligations, upon expiration or termination of this Agreement for any reason, X-energy shall promptly:
|
13.5.1
|
Return to ACO all ACO-owned property, equipment, or materials in its possession or control.
|
13.5.2
|
Remove any X-energy-owned property, equipment, or materials located in ACO’s facilities.
|
13.5.3
|
Deliver to ACO, all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on ACO’s Confidential Information, excluding any work product in which ACO’s Confidential Information has been incorporated.
|
13.5.4
|
On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided.
|
13.5.5
|
Destroy ACO’s Confidential Information from its computer systems, provided, however, ACO shall not, in connection with the foregoing obligations, be required to identify or delete X- energy’s Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; however, in the event of a system restore, all ACO’s Confidential Information shall be destroyed. ACO shall not be obligated to return or destroy X-energy’s Confidential Information to the extent ACO is required to retain a copy pursuant to applicable law.
|
13.5.6
|
Certify in writing to ACO that it has complied with the requirements of Section 13.
|
13.6
|
If X-energy, due to ACO’s default, terminates this Agreement or any Task Order, in whole or in part, it may reasonably acquire, under commercially reasonable terms, supplies or services similar to those terminated. ACO will be responsible for the excess non-recurring costs incurred by X-energy to complete the deliverables specified in the Task Order that ACO was responsible for fulfilling, provided, such costs do not exceed the remaining value of the Task Order. For the avoidance of doubt, notwithstanding the prior sentence, under no circumstances shall ACO be responsible for reimbursing X- energy for any ongoing or recurring costs or expenses, including, but not limited to, rent and utilities. ACO shall, however, continue any work not so terminated. For the avoidance of doubt, in the event the Agreement is terminated pursuant to Section 34, ACO shall have no responsibility to X-energy under this Section 13.6.
|
13.7
|
The rights and obligations of the Parties set forth in this
Section 13.7
and
Sections 4.11, 8 – 12
,
13.4, 13.5, 15 – 19, 24, 26, and 29 – 32
, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in
Section 10
and the Confidentiality Agreement referenced therein, will survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of ACO or its affiliates and its or their employees, officers, directors, shareholder, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
|
14.
|
Independent Contractor
.
|
14.1
|
It is understood and acknowledged that ACO will provide the Services herein to X-energy in the capacity of an independent contractor and not as an employee or agent of X-energy. ACO shall control the conditions, time, details, and means by which ACO performs the Services. X-energy shall have the right to inspect the work of ACO as it progresses solely for the purpose of determining whether the work is completed according to the terms within the applicable Task Order.
|
14.2
|
Neither Party has authority to commit, act for or on behalf of the other Party, or to bind the other Party to any obligation or liability.
|
14.3
|
ACO shall not be eligible for and shall not receive any employee benefits from X-energy and shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to its employees.
|
15.
|
Indemnification
.
|
15.1
|
ACO shall defend, indemnify and hold harmless X-energy and X-energy's affiliates and their officers, directors, employees, agents, successors and permitted assigns (each, an "
X-energy Indemnitee
") from and against all Losses arising out of or resulting from any third-party claim, suit, action or proceeding (each, an "
Action
") arising out of or resulting from:
|
15.1.1
|
bodily injury, death of any person or damage to real or tangible, personal property resulting from the willful, fraudulent or grossly negligent acts or omissions of ACO or its subcontractors in performance of the service; and
|
15.1.2
|
ACO’s material breach of any ACO representation, warranty or obligation set forth in this Agreement.
|
15.2
|
ACO shall defend, indemnify and hold harmless the X-energy Indemnitees from and against all losses based on a claim that any of the services or deliverables or X-energy's receipt or use thereof infringes any intellectual property right of a third party; provided, however, that ACO shall have no obligations under this
Section 15.2
with respect to claims to the extent arising out of:
|
15.2.1
|
any X-energy materials or any instruction, information, designs, specifications or other materials provided by X-energy to ACO;
|
15.2.2
|
use of deliverables in combination with any materials or equipment not supplied to X-energy or specified by ACO in writing, if the infringement would have been avoided by the use of the deliverables not so combined; or
|
15.2.3
|
any modifications or changes made to the deliverables by or on behalf of any person other than ACO or its subcontractors.
|
15.3
|
X-energy shall defend, indemnify and hold harmless ACO, ACO’s affiliates, ACO subcontractors and their officers, directors, employees, agents, successors and permitted assigns (each an ACO “
Indemnitee
”) from and against all losses arising out of or resulting from any third-party claim arising out of or resulting from:
|
15.3.1
|
bodily injury, death of any person or damage to real or tangible, personal property resulting from the willful, fraudulent or grossly negligent acts or omissions of X-energy, it’s agents, or its affiliates; and
|
15.3.2
|
X-energy's material breach of any X-energy representation, warranty or obligation in this Agreement.
|
15.4
|
X-energy shall defend, indemnify and hold harmless the ACO Indemnitees from and against all losses based on a claim that any of the services or deliverables or ACO’s receipt or use thereof infringes any intellectual property right of a third party; provided, however, that X-energy shall have no obligations under this
Section 15.4
with respect to claims to the extent arising out of:
|
15.4.1
|
any ACO materials or any instruction, information, designs, specifications or other materials provided by ACO to X-energy;
|
15.4.2
|
use of deliverables in combination with any materials or equipment not supplied to ACO or specified by X-energy in writing, if the infringement would have been avoided by the use of the deliverables not so combined; or
|
15.4.3
|
any modifications or changes made to the deliverables by or on behalf of any person other
|
15.5
|
The Party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any claim or action and cooperate with the indemnifying party at the indemnifying party's sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such claim or action and shall employ counsel of its choice to handle and defend the same, at the indemnifying party's sole cost and expense. The indemnifying party shall not settle any claim or action in a manner that adversely affects the rights of the indemnified party without the indemnified party's prior written consent, which shall not be unreasonably withheld or delayed. The indemnified party's failure to perform any obligations under this
Section 15.5
shall not relieve the indemnifying party of its obligations under this
Section 15.5
except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense.
|
16.
|
LIMITATION OF LIABILITY
.
|
16.1
|
EXCEPT AS OTHERWISE PROVIDED IN
SECTION 16.3
, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
|
16.2
|
EXCEPT AS OTHERWISE PROVIDED IN
SECTION 16.3
, IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO ACO PURSUANT TO THIS AGREEMENT AND ANY APPLICABLE STATEMENT OF WORK.
|
16.3
|
The exclusions and limitations in
Section 16.1
and
Section 16.2
shall not apply to:
|
16.3.1
|
damages or other liabilities arising out of or relating to a Party's gross negligence or willful misconduct that results in its failure to comply with its obligations under
Section 9
(Intellectual Property);
|
16.3.2
|
damages or other liabilities arising out of or relating to a Party's gross negligence or willful misconduct that results in its failure to comply with its obligations under
Section 10
(Confidentiality);
|
16.3.3
|
a Party's indemnification obligations under
Section 15
(Indemnification);
|
16.3.4
|
damages or other liabilities arising out of or relating to a Party's gross negligence, willful misconduct or intentional acts;
|
16.3.5
|
death or bodily injury or damage to real or tangible personal property resulting from a Party's negligent acts or omissions; and
|
16.3.6
|
damages or liabilities in excess of the cap provided for in
Section 16.2
to the extent such excess is covered by a Party's insurance.
|
17.
|
Remedies
.
|
17.1
|
If a Party violates any material provision of this Agreement, the other Party shall, in addition to any damages to which it is entitled, be entitled to immediate injunctive relief against the offending Party, prohibiting further actions inconsistent with such offending Party’s obligations under this Agreement.
|
17.2
|
To the extent a Party is required to seek enforcement of this Agreement or otherwise defend against an unsuccessful claim of breach, each Party shall be responsible for their respective attorney’s fees and.
|
17.3
|
Each Party acknowledges that a breach by a Party of
Section 9
(Intellectual Property) or
Section 10
(Confidentiality) may cause the non-breaching Party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary. Neither party shall be required to secure or post bond.
|
17.4
|
All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise. Despite the previous sentence, the Parties intend that ACO’s exclusive remedy for X-energy’s payment breach shall be its right to damages equal to its earned but unpaid fees plus reasonable costs, including reasonable attorney’s fees, incurred by ACO in seeking to remedy such breach.
|
18.
|
Insurance
.
|
18.1
|
At all times during the Term of this Agreement and for a period of three years thereafter, each Party (the “Insured Party”) shall procure and maintain, at its sole cost and expense, at least the following types and amounts of insurance coverage:
|
18.1.1
|
Commercial General Liability with limits no less than $1 Million per occurrence and $1 Million in the aggregate, including bodily injury and property damage, which policy will include contractual liability coverage insuring the activities of such insured Party under this Agreement;
|
18.1.2
|
Worker's Compensation with limits required by applicable law;
|
18.1.3
|
Commercial Automobile Liability with limits no less than $1 Million, combined single limit; and
|
18.2
|
All insurance policies required pursuant to
Section 18.1
shall:
|
18.2.1
|
be issued by insurance companies reasonably acceptable to X-energy, with an A.M. Best's Rating of no less than A-VII;
|
18.2.2
|
provide that such insurance carriers give the other Party at least thirty (30) days' prior written notice of cancellation or non-renewal of policy coverage; provided that, prior to such cancellation, the insured Party shall have new insurance policies in place that meet the requirements of this
Section 18.2
;
|
18.2.3
|
waive any right of subrogation of the insurers against the other Party.
|
18.2.4
|
provide that such insurance be primary insurance and any similar insurance in the name of and/or for the benefit of the other Party shall be excess and non-contributory; and
|
18.2.5
|
name the other Party and the other Party’s affiliates, including, in each case, all successors and permitted assigns, as additional insureds.
|
18.3
|
Upon the written request of the other Party, the insured Party shall provide the other Party with copies of the certificates of insurance and policy endorsements for all insurance coverage required by
Section 18.1
, and shall not do anything to invalidate such insurance. This
Section 18.3
shall not be construed in any manner as waiving, restricting or limiting the liability of either Party for any obligations imposed under this Agreement (including but not limited to, any provisions requiring a Party hereto to indemnify, defend and hold the other harmless under this Agreement).
|
19.
|
Non-Solicitation
. During the Term of this Agreement, and for a period of twelve (12) months thereafter, neither Party shall, directly or indirectly, in any manner solicit or induce for employment any person who performed any work under this Agreement who is then in the employment of the other Party. A general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement for the purposes of this
Section 19
, and the hiring of any such employees or independent contractor who freely responds thereto shall not be a breach of this
Section 19
.
|
20.
|
Entire Agreement
. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices constitutes the entire agreement between the Parties with respect to provision of the Services discussed herein. In the event of any conflict between the terms and provisions of this Agreement and those of any schedule, Exhibit or Task Order, the following order of precedence shall govern: (a) first, this Agreement, exclusive of its Exhibits and schedules, but specifically
including
Exhibit B
containing the DOE flow down provisions; (b) second, the applicable Task Order; and (c) third, any Exhibits and schedules to this Agreement; and (d) fourth, the Service Provider Proposal.
|
21.
|
Notices
. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “
Notice
”, and with the correlative meaning “
Notify
”) must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this
Section 21
). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (in each
|
22.
|
Severability
. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to/the court may modify this Agreement to affect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
|
23.
|
Amendments
. No amendment to or modification of this Agreement will be effective unless it is in writing, identified as an amendment to or modification of this Agreement, and signed by an authorized representative of each Party.
|
24.
|
Waiver
. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
|
25.
|
Assignment
. Neither Party shall assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably
|
26.
|
Successors and Assigns
. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.
|
27.
|
No Third-Party Beneficiaries
. Other than the obligations to the U.S. Government by virtue of the Cooperative Agreement and DOE flow down requirements, this Agreement benefits solely the Parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
|
28.
|
Public Statements
. Except as otherwise required to comply with any law, rule, regulation, or otherwise as directed by legal counsel, neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement, or otherwise use the other Party's trademarks, service marks, trade names, logos, symbols or brand names, in such instances, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.
|
29.
|
Interpretative Rules
. For purposes of this Agreement, (a) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (i) to Sections, Schedules, Exhibits and Task Orders refer to the Sections of, and Schedules, Exhibits and Task Orders attached to this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (iii) to a law means such law as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. Schedules, Exhibits and Task Orders referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
|
30.
|
Choice of Law
. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Maryland, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Maryland.
|
31.
|
Choice of Forum
. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, in any forum other than the US District Court for the District of Maryland or, if such court does not have subject-matter jurisdiction, the courts of the State of Maryland, sitting in Prince George’s County, and any appellate court from any thereof. Each Party irrevocably and unconditionally
|
32.
|
Waiver of Jury Trial
. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
|
33.
|
Counterparts
. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in
Section 15
, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
|
34.
|
Force Majeure
. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, except for an obligation to make payments to the other Party, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s control, including, without limitation, the following force majeure events: acts of God, fires, floods, vandalism, sabotage, war, terrorist action, riot, civil commotion, rebellion, general labor stoppage, interruptions in telecommunications or utilities services, national or regional emergency, unexpected acts of any government, regulatory or any other competent authority or compliance with the enactment of any new/unforeseen law or governmental or regulatory order, rule, regulation or direction (each, a “
Force Majeure Event
”). For the avoidance of doubt, without a Force Majeure Event, a Party’s financial inability to perform, changes in cost or availability of materials, components or services, market conditions, or supplier actions or contract disputes will not constitute a Force Majeure Event, or excuse performance by a Party under this
Section 34.
As soon as reasonably practicable after the occurrence of a Force Majeure Event, the Party whose performance is to be affected by such potential Force Majeure Event shall provide prompt written notice of the anticipated duration of such Force Majeure Event. To the extent possible, a Party claiming Force Majeure shall diligently pursue all reasonable means to end the Force Majeure Event and ensure that the effects of any Force Majeure Event are minimized and resume full performance under this Agreement. In the event that the Force Majeure Event continues for a period of ninety (90) days following written notice given pursuant to this
Section 34
, either Party may terminate this Agreement upon thirty (30) days’ notice. Notwithstanding anything to the contrary in this Agreement, in the event either Party delivers notice of termination of the Agreement in accordance with this
Section 34
, the terminating Party shall incur no additional obligations or penalties under this Agreement, to the other Party, except for any outstanding payment obligations.
|
For the Recipient
|
For the United States of America
|
|||||||||||||
22. Signature of Person Authorized to Sign
|
25. Signature of Grants/Agreements Officer
S
S
i
ig
g
n
n
a
a
tu
t
r
u
e
r
o
e
n
F
o
il
n
e
File
|
|||||||||||||
23. Name and Title
|
24. Date Signed
|
26. Name of Officer
Suzette M. Olson
|
27. Date Signed
08/24/2018
|
|
|
||||||||
CONTINUATION SHEET
|
REFERENCE NO. OF DOCUMENT BEING CONTINUED
DE-NE0008745
|
PAGE
OF
|
|||||||
3
|
3
|
||||||||
NAME OF OFFEROR OR CONTRACTOR
X ENERGY, LLC
|
|||||||||
ITEM NO.
(A)
|
SUPPLIES/SERVICES
(B)
|
QUANTITY
(C)
|
UNIT
(D)
|
UNIT PRICE
(E)
|
AMOUNT
(F)
|
||||
|
cross-cutting basic/fundamental, applied R&D, and demonstration/commercial application R&D activities for all aspects of existing and advanced reactor development. In general, NE is seeking unique/new ideas that will improve the existing fleet, the potential for future U.S. nuclear power deployment, U.S. nuclear technology leadership, and U.S. industry competiveness. It is also the intent of the Department that this FOA will serve to improve the outlook for manufacturing enterprise development in the U.S.
Special Award Requirements
1.
No Cost Time Extensions. Unilateral no cost time extensions by the awardee will NOT be permitted under this award. The awardee must request any extension from DOE at least 3 months prior to the award’s period of performance end date, unless otherwise agreed to by DOE. Any no cost time extension must receive prior written approval from the DOE Contracting Officer.
2.
Direct Cost Funds Transfers. The awardee is restricted from transferring funds between direct cost categories; the cumulative amount of such transfers must not exceed
*****
% of the total budget as last approved by DOE. For funds transfers greater than 10% the recipient is required to obtain DOE prior approval.
Directly Incorporated Attachments:
A.
Special Terms and Conditions
B1. Intellectual Property Provisions
B2. General Research Award Terms and Conditions B3. Federal Assistance Reporting Checklist
B4. Budget Pages
ASAP: NO: STD IMMEDIATE Extent Competed: COMPETED
Davis-Bacon Act: NO PI: Dr. Peter Pappano
Fund: 05350 Appr Year: 2018 Allottee: 02 Report
Entity: 500201 Object Class: 25233 Program:
2720986 Project: 0000000 WFO: 0000000 Local Use:
0000000
|
|
|
|
|
||||
JULY 2004
|
1.
|
Supplier shall not purchase and charge the cost of real property or equipment to X-energy or attempt to contribute in kind such costs for performance under this Agreement unless X-energy has expressly approved the purchase in writing. All equipment purchased with federal or cost share funds under the above- referenced award (the “
Award
”) is subject to the requirements of 2 C.F.R. § 200.313.
|
2.
|
Any surplus supplies for which the cost is reimbursed by X-energy exceeding $5,000 in total aggregate value acquired in connection with, but ultimately not needed for performance under this Agreement are subject to the requirements of 2 C.F.R. § 200.314. At the conclusion of this Agreement, Supplier shall work with X- energy on the development of a disposition plan for such supplies that meets the requirements of 2 C.F.R. § 200.314.
|
3.
|
No deliverables, reports or submittals that are to be provided to the U.S. Department of Energy (DOE) under this Agreement may contain any protected Personally Identifiable Information (PII). PII is any information maintained by the Supplier about an individual, including but not limited to, education, financial transactions, medical history and criminal or employment history, and information that can be used to distinguish or trace an individual's identity, such as his/her name, social security number, date and place of birth, mother's maiden name, biometric data, etc., and including any other personal information that is linked or linkable to a specific individual.
|
4.
|
Supplier acknowledges that it is the sense of the Congress that, to the greatest extent practicable, all equipment and products purchased under the Award, should be American-made.
|
5.
|
Supplier shall obtain prior X-energy approval for all subcontracts that will be directly charged to this Agreement in excess of $5 million, including all options and/or material modifications thereto. Supplier shall notify X-energy of any anticipated subcontracts estimated at $5 million or more, including all options and modifications.
|
6.
|
Supplier may only charge costs under this Agreement that are reasonable in nature and amount for the work done. Costs must be ordinary and necessary in connection with the work performed and reflective of charges that would result from arm’s length bargaining in a competitive business.
|
7.
|
Upon request of X-energy or DOE, Supplier shall provide documentary support for its pricing of goods or services provided to X-energy under this Agreement. For ACO labor, documentary support shall be provided upon request to DOE.
|
8.
|
Supplier shall maintain records related to its performance under this Agreement for not less than three years from final payment. Supplier agrees to cooperate with X-energy to provide DOE access to any records that are pertinent to this Agreement, in order to make audits, examinations, excerpts, transcripts and copies of such documents. This right also includes reasonable access to Supplier’s personnel for the purpose of interview and discussion related to such documents.
|
9.
|
Supplier certifies that neither it nor its principals are debarred or suspended from participating under any federal contract or financial assistance award by any department or agency of the U.S. Government. Prior to entering into any subcontract, Supplier shall confirm that its first-tier subcontractors are not excluded or disqualified from doing business with the Federal government.
|
10.
|
Supplier shall not publish progress reports, results or summaries of technical work conducted under the DOE Cooperative Agreement without X-energy’s prior written approval.
|
11.
|
Supplier shall obtain any required permits and comply with all applicable federal, state, and municipal laws, codes, and regulations for work performed under this Agreement.
|
12.
|
Supplier shall notify X-energy of any potentially National Security classifiable results originating from this Agreement.
|
13.
|
Supplier shall notify X-energy prior to performing work under this Agreement outside of the United States or subcontracting work to be performed outside the United States.
|
14.
|
Supplier is responsible for maintaining the integrity of research of any kind under this Agreement, including the prevention, detection, and remediation of research misconduct, and the conduct of inquiries, investigations, and adjudication of allegations of research misconduct.
|
15.
|
Supplier is encouraged to use the metric system to the extent practicable and economically feasible.
|
16.
|
With respect to the performance of any portion of the work under this Agreement that is to be performed at a DOE-owned or controlled site, Supplier agrees to comply with all applicable State and Federal Environmental, Safety & Health (ES&H) regulations and with all other applicable ES&H requirements of the operator of such site. Prior to the performance of any work at a DOE-owned or controlled site, Supplier, in consultation with X- energy, shall contact the site facility manager for information on DOE and site-specific ES&H requirements. The Supplier shall apply this provision to its subcontractors performing work at a DOE-owned or controlled site.
|
17.
|
Upon request and with 20 days written notice, Supplier shall provide X-energy and DOE access to any real property or equipment purchased for the performance of this Agreement using federal or cost share funds for purposes of inventory.
|
18.
|
Upon request and with 20 days written notice, Supplier shall provide X-energy and DOE access to its facilities to conduct a program audit, the reasonable cost of which shall be reimbursed by X-energy, which cost shall be discounted and the fair market value of such discount included as an in-kind contribution.
|
19.
|
As applicable, Supplier shall clearly label any business confidential information it provides to X-energy or to DOE.
|
20.
|
Before directly charging any costs to this Agreement related to participation in any conference, Supplier shall obtain X-energy’s written confirmation that such conference is directly and programmatically related to the purpose of the Award.
|
21.
|
Supplier agrees to cooperate with X-energy in the preparation of any reports required by DOE under X- energy’s cooperative agreement that relate to work performed by Supplier under this Agreement. X-energy shall reimburse Supplier for its reasonable cost incurred supporting X-energy, which cost shall be discounted and the fair market value of such discount included as an in-kind contribution.
|
22.
|
No federal or cost share funds provided to Supplier under this Agreement shall be expended, directly, or indirectly, to influence congressional action on any legislation or appropriations matters pending before Congress.
|
|
*****
|
*****
|
*****
|
|
Composite Rate Oct 18 – Nov 19
|
OH
|
G&A
|
Fee
|
Total Rate
|
Position
0
|
0
|
0
|
0
|
0
|
Program Management-HQ
***** ***** ***** ***** *****
|
||||
Regulatory
*****
|
*****
|
*****
|
*****
|
*****
|
Project Controls
*****
|
*****
|
*****
|
*****
|
*****
|
Transportation
*****
|
*****
|
*****
|
*****
|
*****
|
Procurement-AC
*****
|
*****
|
*****
|
*****
|
*****
|
Quality Assurance
*****
|
*****
|
*****
|
*****
|
*****
|
Security - Cyber
*****
|
*****
|
*****
|
*****
|
*****
|
Security Mgr - Personnel
*****
|
*****
|
*****
|
*****
|
*****
|
Security Mgr - Building
*****
|
*****
|
*****
|
*****
|
*****
|
Security - Building
*****
|
*****
|
*****
|
*****
|
*****
|
Project Manager-OR
*****
|
*****
|
*****
|
*****
|
*****
|
Planners / WC
*****
|
*****
|
*****
|
*****
|
*****
|
Program Manager - XE
*****
|
*****
|
*****
|
*****
|
*****
|
Maintenance Mgr - Building
*****
|
*****
|
*****
|
*****
|
*****
|
Maintenance - Building
*****
|
*****
|
*****
|
*****
|
*****
|
Engineer - Electrical / I&C
*****
|
*****
|
*****
|
*****
|
*****
|
Engineer - Design
*****
|
*****
|
*****
|
*****
|
*****
|
Engineer - General
*****
|
*****
|
*****
|
*****
|
*****
|
Engineer - Manufacturing
*****
|
*****
|
*****
|
*****
|
*****
|
Training
*****
|
*****
|
*****
|
*****
|
*****
|
Operations Manager
*****
|
*****
|
*****
|
*****
|
*****
|
Operations Tech
*****
|
*****
|
*****
|
*****
|
*****
|
Contractor
|
Hourly Rate
|
Hourly Rate
|
|
-
|
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
(i)
|
Is or was publicly available at the time it was disclosed or is subsequently made available to the general public without restriction by the DISCLOSER or by disclosure by RECIPIENT in violation of this Agreement;
|
(ii)
|
is furnished by the DISCLOSER to the U.S. Government with unlimited rights;
|
(iii)
|
was known to or possessed by RECIPIENT at the time of disclosure;
|
(iv)
|
was independently developed by RECIPIENT or RECIPIENT's employees or third parties;
|
(v)
|
is used or disclosed with the prior written consent of the DISCLOSER; or
|
(vi)
|
becomes known to RECIPIENT, on a non-confidential basis from a source other than DISCLOSER, without breach of an obligation of confidentiality or this Agreement by RECIPIENT.
|
(i)
|
RECIPIENT agrees to comply with all Export Control Laws. RECIPIENT shall not export, reexport, transfer or retransfer, directly or indirectly, any Proprietary Information, except as permitted by such Export Control Laws.
|
(ii)
|
Notwithstanding anything to the contrary in this Agreement, and in order to ensure compliance with Export Control Laws, RECIPIENT shall not, absent prior written approval by DISCLOSER:
|
a.
|
use, directly or indirectly, Proprietary Information in any application involving a military use, missile technology, nuclear proliferation/nuclear explosive device, or chemical and biological weapons proliferation, and;
|
b.
|
disclose or furnish Proprietary Information to any Foreign Nationals who are of a different nationality than the RECIPIENT (including RECIPIENT's employees who are of a different nationality than RECIPIENT, as applicable). For purposes of this paragraph, "Foreign National" means any person who is neither a U.S. citizen, a "Lawful Permanent Resident"
(i.e.,
Green Card holder, 8 USC§ 1101(a)(20)), nor other "Protected Individual" under the Immigration and Naturalization Act (8 USC
|
(iii)
|
All tangible objects, such as drawings, reports, programs or documents, which constitute and/or contains or may contain Export Controlled Information shall be marked
"Export Controlled Information" or "Information Contained Within May Contain Export Controlled Information"
or such other markings as required or permitted by DOE guidance. Markings inadvertently omitted from export controlled Proprietary Information when disclosed to a person or entity shall be applied by such person or entity promptly when requested by the DISCLOSER, and such export controlled Proprietary Information shall thereafter continue to be treated as export controlled information under the terms of this Agreement.
|
15.
|
All notices to be given to either Party hereunder shall be sent to the following addresses: If to X Energy:
|
(Title) Contracts Manager
|
(Title) Senior Vice President, General Counsel
,
Chief Compliance Officer, and Corporate Secretary
|
Name of Subsidiary
|
State of Incorporation
|
|
|
United States Enrichment Corporation
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of Centrus Energy Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
April 1, 2019
|
/s/ Daniel B. Poneman
|
|
Daniel B. Poneman
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Centrus Energy Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
April 1, 2019
|
/s/ Marian K. Davis
|
|
Marian K. Davis
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
April 1, 2019
|
/s/ Daniel B. Poneman
|
|
Daniel B. Poneman
|
|
President and Chief Executive Officer
|
April 1, 2019
|
/s/ Marian K. Davis
|
|
Marian K. Davis
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|